Exhibit 107
Calculation of Filing Fee Tables
Form S-1
(Form Type)
Cepton, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
| | Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial effective date | Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward |
| Newly Registered Securities |
| Fees to Be Paid | Equity | Common stock, par value $0.00001 per share(2) | 457(c) | 138,431,899 | $9.18(3) | $1,270,804,832.82 | 0.0000927 | $117,803.61 | | | | |
| | Equity | Warrants to purchase common stock(4) | 457(g) | 5,175,000 | — | — | — | —(5) | | | | |
| | Equity | Common stock, par value $0.00001 per share, underlying warrants(6) | 457(g) | 5,175,000 | — | — | — | —(5) | | | | |
| | Equity | Common stock, par value $0.00001 per share, underlying warrants(7) | 457(g) | 13,800,000 | $11.50(8) | $158,700,000 | 0.0000927 | $14,711.49 | | | | |
| Fees Previously Paid | Equity | Common stock, par value $0.00001 per share(2) | 457(c) | 137,689,041 | $9.18(3) | $1,263,985,396.38 | 0.0000927 | $117,171.45 | | | | |
| | Equity | Warrants to purchase common stock(4) | 457(g) | 5,175,000 | — | — | — | —(5) | | | | |
| | Equity | Common stock, par value $0.00001 per share, underlying warrants(6) | 457(g) | 5,175,000 | — | — | — | —(5) | | | | |
| | Equity | Common stock, par value $0.00001 per share, underlying warrants(7) | 457(g) | 13,800,000 | $11.50(8) | $158,700,000 | 0.0000927 | $14,711.49 | | | | |
| Carry Forward Securities |
| Carry Forward Securities | | | | | | | | | | | | |
| | Total Offering Amounts | | $1,429,504,832.82 | | $132,515.10 | | | | |
| | Total Fees Previously Paid | | | | $20.39(9) | | | | |
| | Total Fee Offsets | | | | $131,862.55(9) | | | | |
| | Net Fee Due | | | | $632.16 | | | | |
Table 2: Fee Offset Claims and Sources
| | Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source |
| Rules 457(b) and 0-11(a)(2) |
| Fee Offset Claims | | | | | | | | | | | |
| Fee Offset Sources | | | | | | | | | | | |
| Rule 457(p) |
| Fee Offset Claims | Growth Capital Acquisition Corp. | S-1 | 333-260728(9) | 11/03/2021 | | $122,514.62 | Equity | Common stock, par value $0.0001 per share | 133,094,138 | $1,321,624,790 | |
| | Growth Capital Acquisition Corp. | S-1 | 333-260728(9) | 11/03/2021 | | — | Equity | Warrants to purchase common stock | 5,175,000 | — (10) | |
| | Growth Capital Acquisition Corp. | S-1 | 333-260728(9) | 11/03/2021 | | — | Equity | Common stock, par value $0.0001 per share, underlying warrants | 5,175,000 | — (10) | |
| | Growth Capital Acquisition Corp. | S-1 | 333-260728(9) | 11/03/2021 | | $9,347.93 | Equity | Common stock, par value $0.0001 per share, underlying warrants | 8,768,750 | $100,840,625 | |
| Fee Offset Sources | Growth Capital Acquisition Corp. | S-1 | 333-260728(9) | | 11/03/2021 | | | | | | $131,862.55 |
| (1) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (“Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
| (2) | The number of shares of common stock, par value $0.00001 per share (the “common stock”) being registered relates to the resale of up to: (i) 127,426,541 shares of common stock issued by the registrant as consideration in the Business Combination (as defined in the registration statement), (ii) 5,950,000 shares of common stock issued as PIPE Shares (as defined in the registration statement) issued immediately prior to the closing of the Business Combination; and (iii) 4,312,500 shares of common stock issuable upon conversion of Founder Shares (as defined in the registration statement). |
| (3) | Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the common stock on the Nasdaq Capital Market of The Nasdaq Stock Market LLC (“Nasdaq”) on February 9, 2022 (such date being within five business days of the date that this registration statement was filed with the United States Securities and Exchange Commission ). This calculation is in accordance with Rule 457(c) of the Securities Act. |
| (4) | The number of warrants being registered relates to the resale of 5,175,000 Private Placement Warrants (as defined in the registration statement). |
| (5) | In accordance with Rule 457(g), the entire registration fee for the warrants is allocated to the common stock underlying the warrants, and no separate fee is payable for the warrants. |
| (6) | The number of shares underlying warrants being registered relates to the resale of 5,175,000 shares of common stock issuable upon the exercise of the Private Placement Warrants. |
| (7) | The number of shares of common stock underlying warrants being registered relates to the issuance by the registrant of up to: (i) 8,625,000 shares of common stock that are issuable upon the exercise of 8,625,000 warrants originally issued in the registrant’s initial public offering; and (ii) 5,175,000 shares of common stock issuable upon the exercise of 5,175,000 Private Placement Warrants. |
| (8) | Calculated pursuant to Rule 457(g) under the Securities Act, based on the exercise price of the warrants. |
| (9) | The Registrant previously paid $131,862.55 in connection with the registration of such shares and warrants under a registration statement on Form S-1 (File No. 333- 260728), which was withdrawn on November 8, 2021 prior to effectiveness. No securities were sold pursuant to such registration statement. |
| (10) | In accordance with Rule 457(g), the entire registration fee for the warrants was allocated to the common stock underlying the warrants, and no separate fee was paid for the warrants. |
