M&A: Cepton, Inc.

Form Type: 8-K

Filing Date: 2025-01-07

Corporate Action: Merger

Type: New

Accession Number: 000121390025001480

Comments: On January 7, 2025, Cepton, Inc. completed a merger with KOITO MANUFACTURING CO., LTD. and Project Camaro Merger Sub, Inc., whereby Merger Sub merged with and into Cepton. Cepton became an indirect controlled subsidiary of KOITO. As a result of the merger, holders of Cepton common stock will receive $3.17 in cash per share. Treasury shares held by Cepton were canceled without payment. Options and restricted stock units held by employees were also converted to cash payments based on the merger consideration, with terms varying by type. Cepton has requested the delisting of its shares from Nasdaq and intends to file for termination of registration with the SEC. Additionally, the merger resulted in a change in board members and amendments to Cepton's certificate of incorporation and bylaws. The merger was announced through a press release on the same date.

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Form Type: POS AM

Filing Date: 2025-01-07

Corporate Action: Merger

Type: Update

Accession Number: 000095010325000233

Comments: Cepton, Inc. has completed a merger with KOITO MANUFACTURING CO., LTD. and Project Camaro Merger Sub, Inc. on January 7, 2025. Following a one-for-ten reverse stock split on September 21, 2023, Cepton has terminated all offerings of its securities previously registered under Registration Statement No. 333-262667. As part of the merger, Cepton will continue as an indirect controlled subsidiary of KOITO. Cepton has deregistered all unsold securities under its registration statement as a result of the merger.

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Form Type: POS AM

Filing Date: 2025-01-07

Corporate Action: Merger

Type: Update

Accession Number: 000095010325000236

Comments: Cepton, Inc. filed a Post-Effective Amendment No. 2 to its Registration Statement on Form S-1 concerning the issuance and sale of shares and warrants. On January 7, 2025, pursuant to a merger agreement with KOITO MANUFACTURING CO., LTD. and its subsidiary, Merger Sub, Cepton was merged into Merger Sub, resulting in Cepton becoming an indirect controlled subsidiary of KOITO. The merger culminated in the termination of Cepton's securities offerings registered under the previous statement. This filing includes a deregistration of all unsold securities previously registered by Cepton.

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Form Type: S-8 POS

Filing Date: 2025-01-07

Corporate Action: Merger

Type: New

Accession Number: 000095010325000234

Comments: On January 7, 2025, Cepton, Inc. completed a merger with KOITO MANUFACTURING CO., LTD and Project Camaro Merger Sub, Inc. as outlined in the Agreement and Plan of Merger dated July 29, 2024. As a result of the merger, Merger Sub merged with and into Cepton, Inc., which became an indirect controlled subsidiary of KOITO MANUFACTURING CO., LTD. Following this merger, the company terminated all offerings of its securities registered under several prior Registration Statements, and it has removed from registration any and all unsold or not yet issued securities under those statements. This document constitutes a post-effective amendment that reflects the deregistration of those securities due to the merger, including the shares originally registered on those statements that no longer exist post-merger.

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Form Type: S-8 POS

Filing Date: 2025-01-07

Corporate Action: Merger

Type: New

Accession Number: 000095010325000237

Comments: As of January 7, 2025, Cepton, Inc. completed a merger whereby Project Camaro Merger Sub, Inc., an indirect wholly-owned subsidiary of KOITO MANUFACTURING CO., LTD, merged with and into Cepton, Inc., with the latter surviving as an indirect controlled subsidiary of KOITO. Consequently, Cepton has terminated any and all offerings of its securities under previously filed Registration Statements. The document details the deregistration of all unsold or unissued securities related to its 2022 Equity Incentive Plan, Employee Stock Purchase Plan, and Cepton Technologies, Inc. Stock Incentive Plan, reflecting the company’s compliance with regulatory requirements following the merger.

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Form Type: S-8 POS

Filing Date: 2025-01-07

Corporate Action: Merger

Type: New

Accession Number: 000095010325000238

Comments: Cepton, Inc. filed a post-effective amendment to its Form S-8 registration statements on January 7, 2025. This amendment is associated with the completion of a merger with KOITO MANUFACTURING CO., LTD and Project Camaro Merger Sub, Inc., which took place effective on the same date. As part of this merger, Cepton, Inc. became an indirect controlled subsidiary of KOITO. The filing details the termination of any offerings of securities that were previously registered under the respective registration statements, and the company has deregistered any unsold or unissued securities as required following the merger. The document outlines several registration statements under which shares were previously registered, emphasizing that a reverse stock split occurred on September 21, 2023, and clarifying that the share counts listed do not account for this split.

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Form Type: SC 13E3/A

Filing Date: 2025-01-07

Corporate Action: Merger

Type: Update

Accession Number: 000121390025001484

Comments: On January 7, 2025, Cepton, Inc. completed a merger whereby Project Camaro Merger Sub, Inc., a wholly owned subsidiary of KOITO Manufacturing Co., Ltd., merged with Cepton, Inc. This transaction was part of the Agreement and Plan of Merger dated July 29, 2024. Following the merger, Cepton continues as the surviving entity and an indirect subsidiary of KOITO. The merger is characterized as a going private transaction under SEC regulations. At the effective time, shares of Cepton's Common Stock (except for specific excluded shares) were canceled and converted into cash equivalent to the Merger Consideration. Additionally, certain stock options, RSUs, and PSUs were addressed in accordance with the merger terms, and the warrants were altered to reflect the merger consideration. Following the merger, Cepton notified Nasdaq for delisting its Common Stock and Warrants and plans to file SEC forms to suspend reporting obligations. A press release regarding the merger closing was also issued on the same day.

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Form Type: SCHEDULE 13D/A

Filing Date: 2025-01-07

Corporate Action: Merger

Type: Update

Accession Number: 000095010325000228

Comments: On January 7, 2025, pursuant to the Merger Agreement, Merger Sub was merged with and into Cepton, Inc., with the Issuer surviving the Merger as a wholly owned subsidiary of Project Camaro Holdings, LLC, a direct controlled subsidiary of Koito Manufacturing Co., Ltd. As a result of the Merger, each share of Common Stock was converted automatically into the right to receive $3.17 per share and canceled, except for certain shares held by subsidiaries or treasury stock. The shares of Series A Preferred Stock remained outstanding and were not canceled. The Reporting Persons beneficially own 8,450,640 shares of Common Stock in the aggregate, representing 100% ownership. The statement is an amendment to the previous Schedule 13D filed in February 2022 and updates details regarding the Reporting Persons, the business activities of Holdco, and the merger's effects on stock ownership.

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