4//SEC Filing
Koito Manufacturing Co., Ltd. 4
Accession 0000950103-25-000229
CIK 0001498233other
Filed
Jan 6, 7:00 PM ET
Accepted
Jan 7, 11:29 AM ET
Size
9.2 KB
Accession
0000950103-25-000229
Insider Transaction Report
Form 4
Cepton, Inc.CPTN
Project Camaro Holdings, LLC
10% Owner
Transactions
- Other
Common Stock
2025-01-07+2,284,255→ 4,246,729 total(indirect: See note)
Koito Manufacturing Co., Ltd.
10% Owner
Transactions
- Other
Common Stock
2025-01-07+2,284,255→ 4,246,729 total(indirect: See note)
Footnotes (2)
- [F1]On July 29, 2024, Koito Manufacturing Co., Ltd. ("Koito") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Cepton, Inc. (the "Issuer") and Project Camaro Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of Project Camaro Holdings, LLC ("Holdco") and an indirectly controlled subsidiary of Koito. Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer on January 7, 2025, with the Issuer continuing as surviving corporation (the "Merger").
- [F2]Due to a 1000 character limit, Footnote 2 is a continuation of Footnote 1: On July 29, 2024, Koito and Holdco entered into a rollover agreement (the "Rollover Agreement") with each of Dr. Jun Pei, Dr. Mark McCord and Dr. Yupeng Cui (collectively, the "Rollover Participants"), pursuant to which the Rollover Participants contributed, immediately prior to the effective time (the "Effective Time") of the Merger, 2,284,245 shares of common stock of the Issuer (the "Common Stock") to Holdco in exchange for an equivalent number of units of Holdco, based on a valuation of $3.17 of each share of Common Stock. In addition, Holdco acquired 10 shares of Common Stock into which all of the issued and outstanding capital stock of Merger Sub was converted at the Effective Time. Immediately prior to the Effective Time, Koito also contributed all 1,962,474 shares of Common Stock held by it to Holdco.
Documents
Issuer
Cepton, Inc.
CIK 0001498233
Entity typeother
IncorporatedJapan
Related Parties
1- filerCIK 0001890849
Filing Metadata
- Form type
- 4
- Filed
- Jan 6, 7:00 PM ET
- Accepted
- Jan 7, 11:29 AM ET
- Size
- 9.2 KB