Cepton Technologies, Inc. entered into a non -binding letter of intent to acquire Growth Capital Acquisition Corp. (NasdaqCM:GCAC) from Growth Capital Sponsor LLC, HB Strategies LLC and others for $1.5 billion in a reverse merger transaction on May 13, 2021. Cepton Technologies, Inc. entered into a definitive business combination agreement to acquire Growth Capital Acquisition Corp. from Growth Capital Sponsor LLC, HB Strategies LLC and others for $1.5 billion in a reverse merger transaction on August 4, 2021. Under the terms of the Business Combination Agreement, Cepton shareholders will receive consideration in the form of newly issued shares of Growth Capital common stock, valued based upon a Cepton enterprise value of $1.5 billion on a cash-free, debt-free basis. Upon closing, the combined company is expected to have an estimated equity value of approximately $1.8 billion, which includes approximately $231 million in gross proceeds, comprised of $172.5 million from Growth Capital's trust account (assuming no redemptions) and a $58.5 million fully committed common stock PIPE, anchored by existing investor KOITO, which satisfies the contractual closing cash condition. Upon the closing of the transaction, the combined company will be renamed “Cepton, Inc.” and is expected to be listed on the Nasdaq stock exchange under the new ticker symbol “CPTN”.

Business combination is subject to, among other things, the approval by Growth Capital's stockholders, Cepton's Stockholder Approval and other customary closing conditions, including a registration statement being declared effective by the U.S. Securities and Exchange Commission (the “SEC”), The GCAC Certificate of Incorporation shall have been amended and restated by the GCAC Second A&R Charter; the receipt of certain regulatory approvals, and approval by The Nasdaq Stock Market to list the securities of the combined company, all required filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, will have been completed and any applicable waiting period (and any extension thereof) applicable to the consummation of the Transactions under the HSR Act shall have expired or been terminated; all members of the board of directors of GCAC (other than those identified as continuing directors) and all officers of GCAC will have executed written resignations effective as of the Effective Time; and upon the Closing, GCAC having at least $58,500,000 of cash or cash equivalents. The boards of directors for both Cepton and Growth Capital have unanimously approved the proposed business combination. The transaction is approved by Cepton's stockholders. On January 24, 2022, the Securities and Exchange Commission declared effective Growth Capital's registration statement on Form S-4. Growth Capital shareholder will hold a special meeting on February 9, 2022 to approve the transaction. As of February 9, 2022, Growth Capital Acquisition stockholders approved the business combination. Business combination is expected to be completed in the fourth quarter of 2021. As of February, the transaction is expected to close on February 9, 2022.

J.P. Morgan Securities LLC is serving as financial advisor to Cepton and Paul Sieben, Noah Kornblith, Jeeho Lee, Viqar Shariff and Martin Mayo of O'Melveny & Myers LLP serving as legal counsels to Cepton. Maxim Group LLC is serving as financial advisor to Growth Capital and Barry I. Grossman of Ellenoff Grossman & Schole LLP is serving as legal counsel to Growth Capital. Dwight Yoo and Anthony Kohtio of Skadden, Arps, Slate, Meagher & Flom LLP represented the placement agents in the transaction. Continental Stock Transfer & Trust Company acted as transfer agent to Growth Capital Acquisition Corp. Advantage Proxy, Inc. acted as proxy solicitor to Growth Capital Acquisition Corp.

Cepton Technologies, Inc. completed the acquisition of Growth Capital Acquisition Corp. (NasdaqCM:GCAC) from Growth Capital Sponsor LLC, HB Strategies LLC and others in a reverse merger transaction on February 10, 2022. The combined company has been renamed Cepton, Inc. and its common stock and warrants are expected to commence trading on the Nasdaq Capital Market under the new ticker symbols “CPTN” and “CPTNW”, respectively on February 11, 2022. The combined company will continue to be led by Jun Pei alongside the rest of the current Cepton management team. George Syllantavos, co-Chief Executive Officer of GCAC, will serve as a Director of Cepton.