UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 1020, 2024

CEPTON, INC. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Delaware

001-39959

27-2447291

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

399 West Trimble Road

San Jose, CA 95131

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: 408-459-7579

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:	Trading Symbol(s)	Name of Each Exchange on Which Registered:
Common stock, par value $0.00001 per share	CPTN	The Nasdaq Stock Market LLC
Redeemable warrants, exercisable for common stock at an exercise price of $115.00 per share, subject to adjustment	CPTNW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 85.0107 ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

AsOn December ~~previously announced~~20, ~~on July 29,~~ 2024, Cepton, Inc., a Delaware corporation (the “~~Cepton~~Company”), orheld a virtual special meeting of stockholders (the “~~Company~~Special Meeting”) ~~entered~~to ~~into~~consider anthe following proposals: (1) a proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time), dated July 29, 2024 (the “Merger Agreement”) ~~with~~, by and among the Company, KOITO MANUFACTURING CO., LTD., a corporation organized under the laws of Japan (“Parent” or “Koito”) , and Project Camaro Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and an indirectly wholly owned subsidiary of ~~Koito~~Parent (the “~~Merger~~Transaction ~~Sub~~Proposal”).; ~~The~~and ~~Merger~~(2) ~~Agreement~~a ~~provides~~proposal ~~that,~~to ~~subject~~adjourn the Special Meeting to ~~the~~a ~~terms~~later ~~and~~date ~~conditions~~or ~~set~~time, ~~forth~~if innecessary, ~~the~~to ~~Merger~~solicit ~~Agreement,~~additional ~~Merger~~proxies ~~Sub~~if ~~will~~there ~~merge~~are ~~with~~not ~~and~~sufficient ~~into~~votes ~~Cepton~~at (the ~~“Merger”),~~time ~~with~~of ~~Cepton~~the ~~continuing~~Special asMeeting to approve the ~~surviving~~Transaction ~~corporation~~Proposal (the “~~Surviving~~Adjournment ~~Corporation~~Proposal”) ~~of the Merger~~ and, antogether ~~indirect~~with ~~controlled~~the ~~subsidiary~~Transaction ofProposal, ~~Koito~~the “Proposals”).

~~In connection with the Merger, Cepton filed a~~Prior ~~definitive~~to ~~proxy statement (~~the ~~“Proxy~~Special ~~Statement”)~~Meeting, ~~with~~ the ~~U.S.~~Company ~~Securities~~delivered ~~and Exchange Commission (the “SEC”) on November 21, 2024 and~~ a ~~Preliminary~~proxy ~~Proxy~~statement ~~Statement~~to ~~(the~~its “Preliminary Proxy”) on September 25, 2024, as amended on November 13, 2024. Between October 3 and December 6, 2024 Cepton received letters (collectively, the “Demand Letters”) from ten purported stockholders ofdescribing the ~~Company~~Special ~~asserting~~Meeting, ~~that~~ the ~~disclosures~~Proposals ~~contained in the Preliminary Proxy or Proxy Statement are deficient~~ and ~~requesting~~ ~~that~~related ~~the Company disclose additional~~ information ~~regarding the Merger~~. OnThe ~~November~~proxy 1,statement 2024, December 2, 2024, and December 5, 2024, three purported stockholders of the Company filed lawsuits challenging the sufficiency of the Company’s disclosures regarding the Merger: Bailey v. Cepton et al., Case No.: 5:24-cv-7581, which was filed in ~~United~~with ~~States District Court for~~ the ~~Northern District of California, Floyd v~~U. ~~Cepton, Inc~~S. etSecurities ~~al., Index No. 659380/2024,~~ and ~~Williams~~Exchange v.Commission ~~Cepton, Inc. et al., Index No. 659448/2024, both of which were filed in~~ (the ~~New~~“SEC”) ~~York County Supreme Court. The Bailey complaint alleges that the Preliminary Proxy contains misleading~~on ~~disclosures~~November ~~and omissions~~21, ~~purportedly in violation of the federal securities laws~~2024. The Floyd and Williams complaints allege that the Proxy Statement contains negligent misrepresentations and omissions, in violation of New York common law. Each of the Bailey, Floyd and Williams complaint seeks, among other things, an injunction enjoining the consummation of the merger and rescissory damages if the merger is consummated without Cepton having made supplemental disclosures.

~~Cepton~~As of ~~believes~~the ~~that~~close ~~the~~of ~~claims~~business ~~made~~on inNovember 15, 2024, the ~~Demand Letters~~record ~~and~~date ~~lawsuits~~for ~~referenced~~the ~~above~~Special ~~are~~Meeting, ~~without~~there ~~merit~~were ~~and~~16,051,981 noshares ~~supplemental~~of ~~disclosures~~the ~~are~~Company’s common ~~required~~stock, ~~under~~par ~~applicable~~value ~~law~~$0.00001 ~~Nonetheless, to~~per ~~eliminate~~share (the ~~burden,~~“Common ~~expense~~Stock”), outstanding and ~~uncertainties~~entitled ~~inherent~~to invote ~~litigation,~~at ~~and~~the ~~without~~Special ~~admitting~~Meeting. A ~~any~~total ~~liability~~of ~~or wrongdoing~~11,260,268 ~~Cepton is~~shares ~~voluntarily~~of ~~making~~Common ~~certain~~Stock ~~supplemental~~were ~~disclosures~~represented toeither ~~the~~in ~~Proxy~~person ~~Statement,~~(by ~~set~~the ~~forth~~holders ~~below.~~of ~~Nothing~~such inshares ~~these~~participating ~~supplemental~~through ~~disclosures~~the ~~shall~~virtual bemeeting ~~deemed~~website) anor ~~admission~~by ofproxy at the ~~legal~~Special ~~necessity~~Meeting, orrepresenting ~~materiality~~approximately ~~under~~70.15% ~~applicable law~~ of ~~any of~~ the ~~disclosures~~outstanding ~~set~~shares ~~forth~~of ~~herein.~~Common ~~Cepton~~Stock ~~denies~~as ~~all~~of ~~allegations in~~ the ~~Bailey~~record date, ~~Floyd~~ and ~~Williams~~therefore ~~complaints,~~a ~~including~~quorum ~~that~~was ~~any~~declared ~~additional~~to ~~disclosure~~be ~~was or is required~~present.

The ~~supplemental disclosures contained below should~~ beTransaction ~~read~~Proposal inwas ~~conjunction~~approved ~~with the Proxy Statement, which is available on the website maintained~~ by the ~~SEC~~requisite atvote ~~www.sec.gov,~~of ~~along with~~ the ~~periodic~~ ~~reports~~Company’s ~~and other information Cepton files with the SEC~~stockholders. To the extent the information set forth herein differs from or updates information contained in the Proxy Statement, the information set forth herein shall supersede or supplement the information in the Proxy Statement. All page references are to pages in the Proxy Statement, and terms used below, unless otherwise defined, have the meanings set forth in the Proxy Statement.

~~Supplemental~~The final ~~Proxy~~voting ~~Statement~~results ~~Disclosures~~for the Transaction Proposal are described below.

~~All paragraph headings and page references in~~Proposal ~~the~~1: ~~information~~The ~~below~~Transaction ~~are~~Proposal references to paragraphs and pages in the Proxy Statement, and the terms used below have the meanings set forth in the Proxy Statement. For clarity, new text within restated paragraphs from the Proxy Statement is highlighted with bold, underlined text, and deleted text within restated paragraphs from the Proxy Statement is highlighted with strikethrough text.

~~Background~~The Transaction ofProposal received the ~~Merger~~following votes and was approved:

The 27th paragraph under the caption “Background of the Merger” on page 29 of the Proxy Statement is amended and supplemented as follows:

Votes For		Votes Against		Abstentions
10,888,035		343,826		28,407

~~On January 12, 2024, negotiations regarding the NDA were completed~~Proposal ~~and~~2: ~~the NDA was executed between the Company and Koito, which included certain customary restrictions and did not contain a standstill provision or a “don’t ask, don’t waive” provision.~~ The ~~NDA~~ ~~did~~Adjournment not place restrictions on the Company’s ability to solicit a transaction from a third party. The same day, Craig-Hallum provided a proposed engagement letter to the Special Committee to act as financial advisor to the Special Committee which was negotiated over the following week.Proposal

1The Adjournment Proposal, if necessary, to continue to solicit votes in favor of the foregoing proposal was approved:

The 31st paragraph under the caption “Background of the Merger” on page 29 of the Proxy Statement is amended and supplemented as follows:

Votes For		Votes Against		Abstentions
11,112,256		110,647		37,365

~~Between January 2024~~Subject ~~and March 2024, representatives of Craig-Hallum were authorized~~ to ~~conduct~~the asatisfaction ~~market~~or ~~check,~~waiver ~~contacting~~by ~~twelve~~the ~~potential~~parties ~~strategic acquirors,~~of ~~including Party A. Of~~ the ~~twelve~~remaining ~~potential~~conditions ~~strategic~~to ~~acquirors contacted~~closing, ~~three~~the ~~parties~~Company ~~requested~~expects ~~follow~~to upconsummate ~~conference calls~~the ~~that~~Merger ~~were held~~ on or ~~January 29,~~about ~~2024,~~ January ~~30,~~ ~~2024 and February 6~~7, 2024,. ~~respectively,~~As ~~two parties requested~~ a ~~confidentiality~~ ~~agreement~~result ~~with~~of the ~~Company~~Merger, ~~one of which was executed, and such party was granted access to~~ the Company’s ~~electronic data~~will ~~room.~~cease ~~The~~to ~~confidentiality~~be ~~agreement included certain customary restrictions and did not contain~~ a ~~standstill provision~~publicly ortraded ~~a “don’t ask~~company, ~~don’t waive” provision. Ultimately, none of the parties elected to proceed~~ and nowill ~~alternative~~become ~~offers were received by~~ the ~~Special~~indirect subsidiary ~~Committee~~of Parent.

~~The 11th paragraph under the caption “Background of the Merger” on page 27 of the Proxy Statement is amended and supplemented as follows:~~1

On October 31, 2023, the Board (other than the Koito Designees) held a special meeting. Also present were members of Cepton’s management and representatives of O’Melveny. Mr. Xu and O’Melveny reviewed with the Board discussions held by Dr. Ye with Koito and Koito’s interest in a Potential Transaction, noting that Koito had not yet made any firm commitment with respect to any Potential Transaction and had not indicated any proposed acquisition price. Following consultation with counsel and in consideration of there being Koito Designees on the Board, Mr. Xu proposed the formation of the Special Committee to: (1) evaluate a Potential Transaction and any future proposals from Koito, (2) explore other strategic alternatives for the Company, (3) negotiate and make decisions regarding any transactions, (4) seek input from management and engage external advisors, and (5) recommend to the Board any proposals, strategic alternative transactions, changeForward-~~in-control transactions or other take-private~~Looking ~~transactions.~~Statements ~~The~~Safe Board (other than the Koito Designees) unanimously approved the creation of the Special Committee, consisting of independent directors Dr. Ye, Dr. Mei (May) Wang, Mr. George Syllantavos, and Mr. Xiaogang (Jason) Zhang, and delegated full power and exclusive authority to exercise all powers of the Board as described above. None of the members of the Special Committee were paid additional compensation as committee members. Following the recusal of Dr. Pei, the Special Committee then met to deliberate on the evaluation process for the Potential Transaction and other strategic alternatives. They discussed the need for external legal and financial advisors and authorized Mr. Xu to meet with potential advisors and organize presentations by such advisors to the Special Committee to aid in their determination of who to retain in connection with the evaluation of the Potential Transaction.Harbor

This Current Report includes forward-looking statements, within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, including without limitation, the Company’s expectations, plans and opinion regarding the Transaction. Forward-looking statements can be identified by words such as “estimate,” “objective,” “plan,” “project,” “forecast,” “intend,” “aim,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “milestone,” “designed to,” “proposed” or other similar expressions that predict or imply future events, trends, terms, and/or conditions or that are not statements of historical fact. The ~~6th~~Company cautions readers of this Current Report that these forward-looking statements are subject to risks and ~~7th~~uncertainties, most ~~paragraphs~~of ~~under~~which are difficult to predict and many of which are beyond the ~~caption~~Company’s ~~“Background~~control, that could cause the actual results to differ materially from the expected results. These forward-looking statements include, but are not limited to: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement between the parties; (ii) the failure to obtain the approval of the Merger” Agreement from the Company’s stockholders, (iii) the failure to obtain certain regulatory approvals or the failure to satisfy any of the other closing conditions to the completion of the Merger within the expected timeframes or at all; (iv) risks related to disruption of management’s attention from the Company’s ongoing business operations due to the Merger; (v) the effect of the announcement of the Merger on ~~page~~the 27ability of the ~~Proxy~~Company ~~Statement~~to isretain ~~amended~~and hire key personnel and maintain ~~supplemented~~relationships with its customers, suppliers and others with whom it does business, or on its operating results and business generally; (vi) uncertain global macro-economic and political conditions; and (vii) other risks listed from time to time in the Company’s filings with the SEC. These forward-looking statements should not be relied upon as ~~follows:~~representing the Company’s assessments as of any date subsequent to the date of this Current Report. Accordingly, undue reliance should not be placed upon the forward-looking statements. All forward-looking statements speak only as of the date hereof. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. The Company does not intend or undertake, and expressly disclaims, any duty or obligation to publicly update any forward-looking statements to reflect events, circumstances or new information after the date of this Current Report, or to reflect the occurrence of unanticipated events.

On July 24, 2023, a second publicly traded LiDAR company (“Party B”) submitted to the Company an unsolicited letter of intent proposing a merger of equals transaction whereby the shareholders of the Company and Party B would receive stock consideration in the surviving company, and on July 26, 2023, Dr. Pei informed the Board of such proposal. On August 16, 2023, the Board held a special meeting and allowed a prospective financial advisor to provide a presentation on the merits of Party B’s offer. The Koito Designees recused themselves from the special Board meeting and after some discussion, the Board determined not to pursue the transaction due to the fact that Party B’s market capitalization at the time was substantially less than that of the Company. Over the next several months, Koito and the Company considered the possibility of a take-private transaction in addition to other strategic alternatives.2

~~On October 3, 2023, Dr. Pei received an unsolicited non-binding letter~~SIGNATURES of interest from a potential strategic acquirer (“Party C”), which he promptly shared with the Board. Party C proposed an acquisition of Cepton by a merger transaction for stock consideration in the surviving company that would have resulted in Cepton becoming less than ten percent (10%) of the combined surviving company, therefore; however, the Board determined not to pursue the transaction.

2Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

The third full paragraph on page 39 under the caption “Opinion of Craig-Hallum to the Special Committee–Summary of Financial Analyses–Comparable Public Company Analysis” is hereby amended and supplemented as follows:

	CEPTON, INC.

Dated: December 20, 2024	By:	/s/ Jun Pei
	Name:	Jun Pei
	Title:	President and Chief Executive Officer

The Enterprise Value/2024 Revenue multiples were calculated based on the relevant comparable publicly traded company’s enterprise value divided by its 2024 estimated revenues according to sources from the SEC and S&P Capital IQ. The Enterprise Value/2025E revenue multiples were calculated based on the relevant comparable publicly traded company’s enterprise value divided by its 2025 projected revenues according to sources from the SEC and S&P Capital IQ. The Enterprise Value/2024 Gross Profit multiples were calculated based on the relevant comparable publicly traded company’s enterprise value divided by its 2024 estimated gross profit according to sources from the SEC and S&P Capital IQ. The Enterprise Value/2025E Gross Profit multiples were calculated based on the relevant comparable publicly traded company’s enterprise value divided by its 2025 projected gross profit according to sources from the SEC and S&P Capital IQ.3

Company

Ticker

Enterprise Value (“EV”) (US$ in millions)

EV/2024E Revenue Multiple

EV/2024E Gross Profit Multiple

EV/2025E Revenue Multiple

EV/2025E Gross Profit Multiple

Luminar Technologies, Inc.

LAZR

1,223.4

11.4x

5.5x

25.8x

Ouster, Inc.

OUST

544.2

4.7x

12.7x

3.1x

8.0x

Hesai Group

HSAI

281.1

0.8x

2.2x

0.5x

1.5x

MicroVision, Inc.

MVIS

166.7

19.7x

4.4x

10.5x

Aeva Technologies, Inc.

AEVA

33.2

4.9x

1.7x

14.4x

Innoviz Technologies Ltd.

INVZ

20.2

0.7x

0.2x

1.0x

AEye, Inc.

LIDR

(20.7

)

Negative multiples, any revenue multiples >25x, and any gross profit multiples >50x deemed not meaningful (“NM”) by Craig-Hallum; “NA” datapoints reflect multiples in which consensus estimates were not available for the specific metric being analyzed.

The last sentence of the carryover paragraph at the top of page 41 under the caption “Opinion of Craig-Hallum to the Special Committee–Summary of Financial Analyses–Discounted Cash Flow Analysis” is hereby amended and supplemented as follows:

The terminal value was calculated by applying a range of terminal revenue multiples of 1.0x to 3.0x (selected based on Craig-Hallum’s professional judgment after consideration of comparable public company multiples) to Cepton management’s revenue forecast for fiscal year 2028. In addition, Craig-Hallum added Cepton’s net operating loss carryforwards (“NOLs”) as of December 31, 2023 consisting of approximately $167 million U.S. federal NOLs and approximately $51 million of U.S. state NOLs, which were expected to be utilized by Cepton’s management to reduce future domestic federal and state taxes, and in each case based on internal estimates of Cepton’s management.

The first sentence of the first full paragraph of page 41 under the caption “Opinion of Craig-Hallum to the Special Committee–Summary of Financial Analyses–Discounted Cash Flow Analysis” is hereby amended and supplemented as follows:

These unlevered free cash flows, terminal values and NOLs net operating loss carryforwards were then discounted to their respective present values as of July 28, 2024, using a median discount rate of 20.4% (selected based on Craig- Hallum’s professional judgment and derived from an analysis of the estimated weighted average cost of capital using Cepton comparable company data) to calculate a range of implied total enterprise values for Cepton.

The disclosure immediately after the Management Projections table of page 43 under “Certain Unaudited Prospective Financial Information–Certain Assumptions” is hereby amended and supplemented as follows:

(all amounts in $ millions)		2024E				2025E				2026E				2027E				2028E
Unlevered Free Cash Flow(1)		$	4.3			$	($8.7	)		$	($28.7	)		$	($32.4	)		$	($6.8	)

(1) Unlevered free cash flow is calculated as net operating profit after tax, plus (i) stock-based compensation, plus (ii) expected net proceeds from Koito claim reimbursement, plus (iii) depreciation & amortization, less (iv) capital expenditures, less (v) increase in net working capital.

Additional Information and Where to Find It

This communication relates to the proposed merger (the “Merger”) of Cepton, Inc. (the “Company”) with Project Camaro Merger Sub, Inc., a Delaware corporation and an indirectly wholly owned subsidiary of KOITO MANUFACTURING CO., LTD. (“Parent”). In connection with the Merger, the Company filed a definitive proxy statement on Schedule 14A (the “Definitive Proxy Statement”) on November 21, 2024 with the U.S. Securities and Exchange Commission (the “SEC”). On or about November 22, 2024, the Company commenced mailing the Definitive Proxy Statement and a proxy card to each stockholder entitled to vote at the special meeting of stockholders relating to the Merger. The Definitive Proxy Statement contains important information about the Merger and related matters. BEFORE MAKING A VOTING DECISION, STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ALL OTHER RELEVANT MATERIALS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE MERGER. Stockholders are able to obtain copies of the Definitive Proxy Statement and any other documents filed by the Company with the SEC (when they become available) for no charge at the SEC’s website at www.sec.gov. In addition, stockholders are able to obtain free copies of the Definitive Proxy Statement from the Company by going to the Company’s Investor Relations page on its corporate website at investors.cepton.com.

Participants in the Solicitation

Cepton and its executive officers and directors and certain other members of management and employees may, under the rules of the SEC, be deemed to be “participants” in the solicitation of proxies in connection with the Merger. Information about the directors and executive officers of Cepton and their ownership of Cepton’s common stock is set forth in the definitive proxy statement for Cepton’s 2024 Annual Meeting of Stockholders, which was filed with the SEC on May 15, 2024, or its Annual Report on Form 10-K for the year ended December 31, 2023, and in other documents filed by the Company with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise is set forth in Cepton’s Proxy Statement under “Security Ownership of Certain Beneficial Owners and Management.” To the extent that holdings of Cepton’s securities by directors and executive officers have changed since the amounts disclosed in the Proxy Statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 and Statements of Changes in Ownership on Form 4 filed with the SEC. You can obtain free copies of these documents at the SEC’s website at www.sec.gov or by accessing Cepton’s website at www.cepton.com.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CEPTON, INC.
Date: December 10, 2024	By:	/s/ Jun Pei
	Name:	Jun Pei
	Title:	President and Chief Executive Officer

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