Growth Capital Acquisition Corp.

GCAC holders reach a defined exit through a strategic acquirer rather than continuing as a de-SPAC micro-cap. The 28.8% rollover block is the thing to weigh: those insiders keep an interest in the private survivor while public holders are cashed out, which means the parties setting the price are not all exiting at it. With 16,051,981 shares and a majority-of-outstanding standard, the rollover holders are close to controlling the vote by themselves.

The filing states plainly that this is a going private transaction under SEC rules: on completion Cepton's common stock and public warrants stop trading on Nasdaq, are deregistered under the Exchange Act, and the company stops filing periodic reports. The fairness determination is framed as fair to stockholders other than Parent, Merger Sub, their affiliates and the Rolling Participants, so some holders roll over rather than cash out. Every date in this version is a placeholder — the proxy statement itself, the meeting and the record date are all left blank.

Unusually for this set, the whole registered line is consideration: GCAC is a Delaware corporation, so there is no domestication re-registering the SPAC's own converting shares alongside the merger shares. The count is nevertheless a ceiling rather than an issuance, because it folds in options outstanding and 13,000,000 contingent milestone shares. The fee basis is the $9.85 average of high and low Nasdaq prices on September 3, 2021, under Rules 457(c) and 457(f)(1) — a price struck more than four months before this amendment's cover date.

What moved is the calendar and the plan. The record-date and meeting placeholders now read 2022 where the prior amendment read 2021, and the equity incentive plan put to stockholders is the 2022 Plan where the prior amendment described a 2021 Plan. The document now states expected ownership of New Cepton: approximately 10.2% for GCAC's public stockholders, 2.5% for the Sponsor Group, 3.5% for the PIPE investors and 83.8% for Cepton's stockholders, excluding warrants and assuming no redemptions. The pricing inputs, by contrast, still date from September.

The registered count includes 13,000,000 shares issuable to Cepton stockholders only on the achievement of milestones, so the ceiling carries an earnout that the closing does not. Each Cepton share converts at an assigned equity value of $1,500,000,000 divided by Cepton's outstanding shares and then by 10 — the divisor is written as a bare 10, not as a dollar price. The trust held approximately $172.5 million on December 15, 2021, about $10.00 per share, and the PIPE is approximately $59.5 million of Class A common stock.

13,000,000 of the 155,373,410 registered shares may be issued to Cepton's stockholders only on the achievement of certain milestones, so the headline contains a contingent tranche and overstates what is delivered at closing. The remainder is measured on Cepton's outstanding shares and options as of July 31, 2021, a snapshot months old by this filing, so it moves with any equity Cepton issues or cancels before the effective time. On consummation the Class A common stock is redesignated as New Cepton common stock.