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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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CEPTON, INC. (Name of Issuer) |
Common Stock, par value $0.00001 per share (Title of Class of Securities) |
15673X200 (CUSIP Number) |
Satoshi Kabashima Sumitomo Fudosan Osaki Twin Bldg. East, 5-1-18, Kitashinagawa, Shinagawa-ku Tokyo, M0, 141-0001 408-459-7579 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/07/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 15673X200 |
| 1 |
Name of reporting person
KOITO MANUFACTURING CO., LTD. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
JAPAN
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
8,450,640.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
100 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 15673X200 |
| 1 |
Name of reporting person
Project Camaro Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
8,450,640.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
100 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Rows (8), (10) and (11) for each Reporting Person are based on the sum of (i) 4,246,729 shares of Common Stock issued and outstanding as of the Effective Time (as defined in Item 4 below) and (ii) 4,203,911 shares of Common Stock into which the 100,000 shares of Series A Preferred Stock (as defined in Item 4 below) are convertible (taking into account dividends accrued but unpaid as of January 7, 2025)
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.00001 per share | |
| (b) | Name of Issuer:
CEPTON, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
399 WEST TRIMBLE ROAD, SAN JOSE,
CALIFORNIA
, 95131. | |
Item 1 Comment:
This statement, being filed on behalf of KOITO MANUFACTURING CO., LTD. ("Koito") and Project Camaro Holdings, LLC, a Delaware limited liability company and direct controlled subsidiary of Koito ("Holdco"), constitutes Amendment Number 9 to the Schedule 13D (this "Statement") relating to shares of common stock, par value $0.00001 per share ("Common Stock"), of Cepton, Inc., a Delaware corporation, whose principal executive offices are located at 399 West Trimble Road, San Jose, California 95131, and whose designated business telephone number is (408) 459-7579 (the "Issuer"), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on February 18, 2022 (the "Initial Statement") to furnish the additional information set forth herein. Information given in response to each item shall be deemed incorporated by reference in all other items as applicable. Koito and Holdco are collectively referred to in this Statement as the "Reporting Persons," but references to "Reporting Person" in the Initial Statement and prior amendments to the Initial Statement refer to Koito only. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2 is hereby amended by replacing the second paragraph of Item 2 with the following two paragraphs:
Holdco was formed on July 22, 2024 solely for the purpose of facilitating the rollover pursuant to the Rollover Agreement in connection with the Merger, and has conducted no business activities other than those related to the transactions described herein. The business address of Holdco is Sumitomo Fudosan Osaki Twin Bldg. East, 5-1-18, Kitashinagawa, Shinagawa-ku, Tokyo 141-0001, Japan. Holdco is a direct controlled subsidiary of Koito. Koito is the sole managing member of Holdco. Holdco does not presently have any directors or officers.
During the last five years, none of the Reporting Persons (i) have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| Item 4. | Purpose of Transaction | |
Item 4 is hereby supplemented by adding the following paragraphs:
On January 7, 2025, pursuant to the terms of the Merger Agreement, Merger Sub was merged with and into the Issuer, with the Issuer surviving the Merger as a wholly owned subsidiary of Holdco. As a result of the Merger, each share of Common Stock issued and outstanding immediately before the Effective Time (other than (a) shares of Common Stock held by any subsidiary of the Issuer immediately prior to the Effective Time; (b) shares of Common Stock held by Koito or any of its subsidiaries or owned by the Issuer as treasury stock, in each case, immediately prior to the Effective Time; and (c) shares of Common Stock that were issued and outstanding immediately prior to the Effective Time and for which the holder thereof was entitled to demand and properly demanded the appraisal of such shares in accordance with, and complied in all respects with, Section 262 of the General Corporation Law of the State of Delaware) was converted automatically into the right to receive $3.17 per share and canceled, and each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time was converted into and became one (1) share of Common Stock. Pursuant to the Merger Agreement, the shares of Series A Preferred Stock issued and outstanding immediately prior to the Effective Time remained outstanding and were not canceled.
Each of the Voting Support Agreements terminated in accordance with their terms upon receipt of the requisite stockholder approval at the stockholder meeting of the Issuer held on December 20, 2024.
In addition, pursuant to the Rollover Agreement, immediately prior to the Effective Time, the Rollover Participants contributed the Rollover Shares, and Koito contributed (i) 1,962,474 shares of Common Stock and (ii) 100,000 shares of Series A Preferred Stock, to Holdco. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a) and (b) of the Initial Statement are hereby amended and replaced with the following:
(a): The Reporting Persons beneficially own 8,450,640 shares of Common Stock in the aggregate (calculated as the sum of (i) 4,246,729 shares of Common Stock issued and outstanding as of the Effective Time and (ii) 4,203,911 shares of Common Stock into which the 100,000 shares of Series A Preferred Stock are convertible (taking into account dividends accrued but unpaid as of January 7, 2025)), representing 100% of the shares of Common Stock. | |
| (b) | (b): The Reporting Persons have the shared power to vote and dispose of the securities of the Issuer beneficially owned by them. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Initial Statement is hereby amended by incorporating by reference in its entirety the information set forth in Item 4 above. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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