3//SEC Filing
Koito Manufacturing Co., Ltd. 3
Accession 0000899243-22-007039
CIK 0001498233other
Filed
Feb 17, 7:00 PM ET
Accepted
Feb 18, 5:10 PM ET
Size
7.0 KB
Accession
0000899243-22-007039
Insider Transaction Report
Form 3
Cepton, Inc.CPTN
Koito Manufacturing Co., Ltd.
10% Owner
Holdings
- 19,624,741
Common Stock
Earnout Shares
→ Common Stock (1,340,165 underlying)
Footnotes (3)
- [F1]Includes 14,624,741 shares of Common Stock received in exchange for certain preferred shares of Cepton Technologies, Inc., a Delaware corporation ("Legacy Cepton"), pursuant to that certain Business Combination Agreement, dated August 4, 2021 and amended January 21, 2022 (the "Business Combination Agreement"), by and among Growth Capital Acquisition Corp., a Delaware corporation, GCAC Merger Sub, Inc., a Delaware corporation, and Legacy Cepton (and upon consummation of the business combination, the surviving Issuer as renamed "Cepton, Inc.").
- [F2]Also includes 5,000,000 shares of Common Stock acquired from the Issuer for an aggregate purchase price of $50,000,000 pursuant to that certain Subscription Agreement, dated August 4, 2021 and amended February 3, 2022, by and between the Issuer and the Reporting Person, as an investor in the private placement conducted by the Issuer occurring substantially concurrent with the closing of the business combination transaction described above.
- [F3]On February 10, 2022, pursuant to the Business Combination Agreement, the Reporting Person received a contingent right to acquire up to an aggregate of 1,340,165 shares of the Issuer's Common Stock (the "Earnout Shares"). The Earnout Shares vest upon the Issuer's Common Stock achieving a specified price per share as follows: 1/2 of the Earnout Shares shall be issued if the closing sale price of Common Stock equals or exceeds $15.00 per share for any period of 20 trading days out of 30 consecutive trade days prior to February 10, 2025; and (ii) 1/2 of the Earnout Shares shall be issued if the closing sale price of Common Stock equals or exceeds $17.50 per share for any period of 20 trading days out of 30 consecutive trading days prior to February 10, 2025.
Documents
Issuer
Cepton, Inc.
CIK 0001498233
Entity typeother
IncorporatedJapan
Related Parties
1- filerCIK 0001890849
Filing Metadata
- Form type
- 3
- Filed
- Feb 17, 7:00 PM ET
- Accepted
- Feb 18, 5:10 PM ET
- Size
- 7.0 KB