Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jun. 30, 2021 | |
Document Information Line Items | |
Entity Registrant Name | GROWTH CAPITAL ACQUISITION CORP. |
Document Type | S-4 |
Amendment Flag | false |
Entity Central Index Key | 0001498233 |
Entity Filer Category | Accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Assets: | |||||
Cash | $ 718,500 | $ 749,737 | $ 2,043 | ||
Prepaid expenses | 80,532 | 114,937 | 20,000 | ||
Total current assets | 799,032 | 864,674 | 22,043 | ||
Investments held in Trust Account | 172,511,739 | 172,505,514 | |||
Total assets | 173,310,771 | 173,370,188 | 22,043 | ||
Liabilities and Shareholders’ Equity: | |||||
Accounts payable and accrued expenses | 73,550 | 73,756 | 20,000 | ||
Total current liabilities | 73,550 | 73,756 | 20,000 | ||
Warrant liabilities | 8,607,750 | 7,141,500 | |||
Total liabilities | 8,681,300 | 7,215,256 | 20,000 | ||
Class A common stock subject to possible redemption, value | 159,629,470 | 161,154,930 | |||
Shareholders’ equity: | |||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | |||||
Class A common stock, value | 128 | 113 | |||
Class B common stock, value | 431 | 431 | 431 | ||
Additional paid-in capital | 1,525,445 | (3,115,509) | 148,269 | ||
Retained earnings (accumulated deficit) | 8,114,967,000,000 | (146,657,000,000) | |||
Retained earnings (accumulated deficit) | 3,473,997 | 4,999,458 | |||
Total shareholders’ equity | 5,000,001 | 5,000,002 | 2,043 | ||
Total liabilities and shareholders’ equity | 173,310,771 | $ 173,370,188 | $ 22,043 | ||
Cepton Technologies, Inc | |||||
Assets: | |||||
Cash | 12,400,000 | $ 11,312,000 | $ 11,338,000 | ||
Short-term investments | 13,041,000 | 32,058,000 | |||
Accounts receivable | 372,000 | 285,000 | 646,000 | ||
Inventories | 3,007,000 | 3,394,000 | 2,408,000 | ||
Prepaid expenses and other current assets | 3,723,000 | 1,134,000 | 1,296,000 | ||
Total current assets | 32,543,000 | 48,183,000 | 15,688,000 | ||
Property and equipment, net | 384,000 | 457,000 | 561,000 | ||
Other Assets | 373,000 | 94,000 | 94,000 | ||
Total assets | 33,300,000 | 48,734,000 | 16,343,000 | ||
Liabilities and Shareholders’ Equity: | |||||
Accounts payable and accrued expenses | 887,000 | 1,214,000 | 524,000 | ||
Total current liabilities | 4,708,000 | 2,779,000 | 2,504,000 | ||
Accrued expenses and other current liabilities | 2,700,000 | 1,565,000 | 1,285,000 | ||
Current portion of debt | 1,121,000 | 695,000 | |||
Long-term debt | 1,121,000 | 4,214,000 | |||
Other long-term liabilities | 1,217,000 | 1,293,000 | 15,000 | ||
Total liabilities | 5,925,000 | 5,193,000 | 6,733,000 | ||
Convertible preferred stock – Par value $0.00001 per share – 22,806,009 shares authorized at June 30, 2021 and December 31, 2020; 21,671,491 shares issued and outstanding at June 30, 2021 and December 31, 2020; (aggregate liquidation preference of $96.7 million) | 99,470,000 | 99,470,000 | 46,847,000 | ||
Stockholders’ deficit: | |||||
Common stock, value | |||||
Class F stock, value | |||||
Shareholders’ equity: | |||||
Additional paid-in capital | 4,697,000 | 2,286,000 | 1,336,000 | ||
Accumulated other comprehensive income | (34,000) | (18,000) | (10,000) | ||
Retained earnings (accumulated deficit) | (76,758,000) | (58,197,000) | (38,563,000) | ||
Total shareholders’ equity | (72,095,000) | (55,929,000) | (37,237,000) | ||
Total liabilities and shareholders’ equity | $ 33,300,000 | $ 48,734,000 | $ 16,343,000 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parentheticals) - USD ($) $ in Millions | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Class A common stock subject to possible redemption | 15,962,947 | 16,115,493 | |||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||
Preferred stock, shares issued | |||||
Preferred stock, shares outstanding | |||||
Common stock, shares authorized | 100,000,000 | ||||
Cepton Technologies, Inc | |||||
Preferred stock par value (in Dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||
Preferred stock, shares authorized | 22,806,009 | 22,806,009 | 16,872,475 | ||
Preferred stock, shares issued | 21,671,491 | 21,671,491 | 15,342,075 | ||
Preferred stock, shares outstanding | 21,671,491 | 21,671,491 | 15,342,075 | ||
Common stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||
Common stock, shares authorized | 75,000,000 | 75,000,000 | 60,000,000 | ||
Common stock, shares issued | 27,412,984 | 27,184,882 | 27,004,791 | ||
Common stock, shares outstanding | 27,412,984 | 27,184,882 | 27,004,791 | ||
Aggregate liquidation preference (in Dollars) | $ 96.7 | $ 96.7 | $ 43.7 | ||
Class A Common Stock | |||||
Class A common stock subject to possible redemption | 16,115,493 | 0 | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||
Common stock, shares issued | 1,287,053 | 1,134,507 | 0 | ||
Common stock, shares outstanding | 1,287,053 | 1,134,507 | 0 | ||
Class B Common Stock | |||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||
Common stock, shares issued | 4,312,500 | 4,312,500 | 4,312,500 | ||
Common stock, shares outstanding | 4,312,500 | 4,312,500 | 4,312,500 | ||
Class F stock | Cepton Technologies, Inc | |||||
Common stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||
Common stock, shares authorized | 8,402,000 | 8,402,000 | 8,450,000 | ||
Common stock, shares issued | 8,372,143 | 8,372,143 | 8,402,000 | ||
Common stock, shares outstanding | 8,372,143 | 8,372,143 | 8,402,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
General and administrative expenses | $ 66,638 | $ 93,265 | $ 9,683 | |||||
Loss from operations | (66,638) | (93,265) | (9,683) | |||||
Other income (loss): | ||||||||
Warrant transaction costs | (292,875) | |||||||
Excess value of UW warrants | (1,293,750) | |||||||
Change in fair value of warrants | (1,466,250) | 9,936,000 | ||||||
Provision for income taxes | 32 | |||||||
Interest income – operating account | 1,202 | 5,514 | ||||||
Interest income – Trust Account | 6,225 | |||||||
Net income (loss) | (1,525,461) | 8,261,624 | (9,715) | |||||
Other comprehensive loss, net of tax: | ||||||||
Net loss | $ (1,525,461) | $ 8,261,624 | $ (9,715) | |||||
Cepton Technologies, Inc | ||||||||
Loss from operations | $ (18,566,000) | $ (8,824,000) | $ (19,576,000) | $ (17,004,000) | ||||
Other income (loss): | ||||||||
Provision for income taxes | (11,000) | (14,000) | 26,000 | 7,000 | ||||
Net income (loss) | (18,561,000) | (8,912,000) | (19,634,000) | (16,757,000) | ||||
Revenue | 1,333,000 | 810,000 | 2,006,000 | 4,132,000 | ||||
Cost of revenue | 2,436,000 | 1,760,000 | 3,746,000 | 3,497,000 | ||||
Gross Profit (Loss) | (1,103,000) | (950,000) | (1,740,000) | 635,000 | ||||
Other comprehensive loss, net of tax: | ||||||||
Research and development | 10,990,000 | 4,737,000 | 11,666,000 | 11,457,000 | ||||
Selling, general and administrative | 6,473,000 | 3,137,000 | 6,170,000 | 6,182,000 | ||||
Total operating expenses | 17,463,000 | 7,874,000 | 17,836,000 | 17,639,000 | ||||
Other income (expense), net | 2,000 | (181,000) | (181,000) | |||||
Interest income, net | 14,000 | 107,000 | 149,000 | 254,000 | ||||
Loss before income taxes | $ (18,550,000) | $ (8,898,000) | $ (19,608,000) | $ (16,750,000) | ||||
Net loss per share, basic and diluted (in Dollars per share) | $ (0.68) | $ (0.33) | $ (0.73) | $ (0.62) | ||||
Weighted-average shares used in computing net loss per share, basic and diluted (in Shares) | 27,314,638 | 27,051,233 | 27,068,162 | 26,892,775 | ||||
Net loss | $ (18,561,000) | $ (8,912,000) | $ (19,634,000) | $ (16,757,000) | ||||
Changes in unrealized gain on available-for-sale securities | (4,000) | 4,000 | 3,000 | |||||
Foreign currency translation adjustments | (12,000) | (4,000) | (11,000) | (10,000) | ||||
Total other comprehensive loss, net of tax | (16,000) | (8,000) | (10,000) | |||||
Comprehensive loss | $ (18,577,000) | $ (8,912,000) | $ (19,642,000) | $ (16,767,000) | ||||
Class A Common Stock | ||||||||
Other income (loss): | ||||||||
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption (in Shares) | 16,115,493 | 2,404,988 | ||||||
Basic and diluted net loss per share, Class A common stock subject to possible redemption (in Shares) | 0 | 0 | ||||||
Class B Common Stock | ||||||||
Other income (loss): | ||||||||
Basic and diluted weighted average shares outstanding, Class B common stock (in Shares) | 5,447,007 | 3,750,000 | 4,648,608 | 3,750,000 | ||||
Basic and diluted net loss per share, Class B common stock (in Dollars per share) | $ (0.28) | $ 1.78 | $ 0 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY - USD ($) | Class BCommon Stock | Class ACommon Stock | ConvertiblePreferred StockCepton Technologies, Inc | Class FStockCepton Technologies, Inc | Common StockCepton Technologies, Inc | Additional Paid-in CapitalCepton Technologies, Inc | Additional Paid-in Capital | Accumulated Earnings (Deficit)Cepton Technologies, Inc | Accumulated Earnings (Deficit) | Accumulated Other Comprehensive Gain (Loss)Cepton Technologies, Inc | Cepton Technologies, Inc | Total |
Balance at Dec. 31, 2018 | $ 46,847,000 | $ 469,000 | $ (21,806,000) | $ (21,337,000) | ||||||||
Balance (in Shares) at Dec. 31, 2018 | 15,342,075 | 8,402,000 | 26,868,958 | |||||||||
Issuance of common stock upon exercise of stock options | 30,000 | $ 30,000 | ||||||||||
Issuance of common stock upon exercise of stock options (in Shares) | 135,833 | 135,833 | ||||||||||
Stock-based compensation | 749,000 | $ 749,000 | ||||||||||
Warrant issuance | 88,000 | 88,000 | ||||||||||
Foreign currency translation adjustment | (10,000) | (10,000) | ||||||||||
Net income (loss) | (16,757,000) | (16,757,000) | ||||||||||
Balance at Dec. 31, 2019 | $ 46,847,000 | 1,336,000 | (38,563,000) | (10,000) | (37,237,000) | |||||||
Balance (in Shares) at Dec. 31, 2019 | 15,342,075 | 8,402,000 | 27,004,791 | |||||||||
Balance at Mar. 31, 2019 | $ 431 | $ 139,269 | $ (136,942) | $ 2,758 | ||||||||
Balance (in Shares) at Mar. 31, 2019 | 4,312,500 | |||||||||||
Contribution from stockholder | 9,000 | 9,000 | ||||||||||
Net income (loss) | (9,715) | (9,715) | ||||||||||
Balance at Mar. 31, 2020 | $ 431 | 148,269 | (146,657) | 2,043 | ||||||||
Balance (in Shares) at Mar. 31, 2020 | 4,312,500 | |||||||||||
Balance at Dec. 31, 2019 | $ 46,847,000 | 1,336,000 | (38,563,000) | (10,000) | (37,237,000) | |||||||
Balance (in Shares) at Dec. 31, 2019 | 15,342,075 | 8,402,000 | 27,004,791 | |||||||||
Issuance of Series C convertible preferred stock in exchange for cash, net of issuance costs | $ 52,623,000 | |||||||||||
Issuance of Series C convertible preferred stock in exchange for cash, net of issuance costs (in Shares) | 6,299,559 | |||||||||||
Issuance of common stock upon exercise of stock options | 13,000 | 13,000 | ||||||||||
Issuance of common stock upon exercise of stock options (in Shares) | 57,500 | |||||||||||
Stock-based compensation | 391,000 | 391,000 | ||||||||||
Unrealized gain on available-for-sale, net of tax | 4,000 | 4,000 | ||||||||||
Foreign currency translation adjustment | (4,000) | (4,000) | ||||||||||
Net income (loss) | (8,912,000) | (8,912,000) | ||||||||||
Balance at Jun. 30, 2020 | $ 431 | $ 99,470,000 | 1,740,000 | 148,269 | (47,475,000) | (146,657) | (10,000) | (45,745,000) | 2,043 | |||
Balance (in Shares) at Jun. 30, 2020 | 4,312,500 | 21,641,634 | 8,402,000 | 27,062,291 | ||||||||
Balance at Dec. 31, 2019 | $ 46,847,000 | 1,336,000 | (38,563,000) | (10,000) | (37,237,000) | |||||||
Balance (in Shares) at Dec. 31, 2019 | 15,342,075 | 8,402,000 | 27,004,791 | |||||||||
Issuance of Series C convertible preferred stock in exchange for cash, net of issuance costs | $ 52,623,000 | |||||||||||
Issuance of Series C convertible preferred stock in exchange for cash, net of issuance costs (in Shares) | 6,299,559 | |||||||||||
Stock transfer | ||||||||||||
Stock transfer (in Shares) | 29,857 | (29,857) | ||||||||||
Issuance of common stock upon exercise of stock options | 225,000 | $ 225,000 | ||||||||||
Issuance of common stock upon exercise of stock options (in Shares) | 180,091 | 305,091 | ||||||||||
Stock-based compensation | 725,000 | $ 725,000 | ||||||||||
Unrealized gain on available-for-sale, net of tax | 3,000 | 3,000 | ||||||||||
Foreign currency translation adjustment | (11,000) | (11,000) | ||||||||||
Net income (loss) | (19,634,000) | (19,634,000) | ||||||||||
Balance at Dec. 31, 2020 | $ 99,470,000 | 2,286,000 | (58,197,000) | (18,000) | (55,929,000) | |||||||
Balance (in Shares) at Dec. 31, 2020 | 21,671,491 | 8,372,143 | 27,184,882 | |||||||||
Balance at Mar. 31, 2020 | $ 431 | 148,269 | (146,657) | 2,043 | ||||||||
Balance (in Shares) at Mar. 31, 2020 | 4,312,500 | |||||||||||
Net income (loss) | ||||||||||||
Balance at Jun. 30, 2020 | $ 431 | $ 99,470,000 | 1,740,000 | 148,269 | (47,475,000) | (146,657) | (10,000) | (45,745,000) | 2,043 | |||
Balance (in Shares) at Jun. 30, 2020 | 4,312,500 | 21,641,634 | 8,402,000 | 27,062,291 | ||||||||
Balance at Mar. 31, 2020 | $ 431 | 148,269 | (146,657) | 2,043 | ||||||||
Balance (in Shares) at Mar. 31, 2020 | 4,312,500 | |||||||||||
Sale of 17,250,000 Units on February 2, 2021, net of warrant liability | $ 1,725 | 161,889,525 | $ 161,891,250 | |||||||||
Sale of 17,250,000 Units on February 2, 2021, net of warrant liability (in Shares) | 17,250,000 | 17,250,000 | ||||||||||
Offering costs charged to shareholders’ equity | (4,004,071) | $ (4,004,071) | ||||||||||
Class A common stock subject to possible redemption | $ (1,612) | (161,153,318) | (161,154,930) | |||||||||
Class A common stock subject to possible redemption (in Shares) | (16,115,493) | |||||||||||
Contribution from stockholder | 4,086 | 4,086 | ||||||||||
Net income (loss) | 8,261,624 | 8,261,624 | ||||||||||
Balance at Mar. 31, 2021 | $ 431 | $ 113 | 4,999,458 | 5,000,002 | ||||||||
Balance (in Shares) at Mar. 31, 2021 | 4,312,500 | 1,134,507 | ||||||||||
Balance at Dec. 31, 2020 | $ 99,470,000 | 2,286,000 | (58,197,000) | (18,000) | (55,929,000) | |||||||
Balance (in Shares) at Dec. 31, 2020 | 21,671,491 | 8,372,143 | 27,184,882 | |||||||||
Issuance of common stock upon exercise of stock options | 334,000 | $ 334,000 | ||||||||||
Issuance of common stock upon exercise of stock options (in Shares) | 228,102 | 190,602 | ||||||||||
Stock-based compensation | 2,077,000 | $ 2,077,000 | ||||||||||
Unrealized gain on available-for-sale, net of tax | (4,000) | (4,000) | ||||||||||
Foreign currency translation adjustment | (12,000) | (12,000) | ||||||||||
Net income (loss) | (18,561,000) | (18,561,000) | ||||||||||
Balance at Jun. 30, 2021 | $ 431 | $ 128 | $ 99,470,000 | 4,697,000 | 1,525,445 | (76,758,000) | 3,473,997 | (34,000) | (72,095,000) | 5,000,001 | ||
Balance (in Shares) at Jun. 30, 2021 | 4,312,500 | 1,287,053 | 21,671,491 | 8,372,143 | 27,412,984 | |||||||
Balance at Mar. 31, 2021 | $ 431 | $ 113 | 4,999,458 | 5,000,002 | ||||||||
Balance (in Shares) at Mar. 31, 2021 | 4,312,500 | 1,134,507 | ||||||||||
Class A common stock subject to possible redemption | $ 15 | 1,525,445 | 1,525,460 | |||||||||
Class A common stock subject to possible redemption (in Shares) | 152,546 | |||||||||||
Net income (loss) | (1,525,461) | (1,525,461) | ||||||||||
Balance at Jun. 30, 2021 | $ 431 | $ 128 | $ 99,470,000 | $ 4,697,000 | $ 1,525,445 | $ (76,758,000) | $ 3,473,997 | $ (34,000) | $ (72,095,000) | $ 5,000,001 | ||
Balance (in Shares) at Jun. 30, 2021 | 4,312,500 | 1,287,053 | 21,671,491 | 8,372,143 | 27,412,984 |
CONDENSED STATEMENTS OF CHANG_2
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Parentheticals) | 12 Months Ended |
Mar. 31, 2021shares | |
Statement of Stockholders' Equity [Abstract] | |
Sale of Units | 17,250,000 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | ||||||||
Net income (loss) | $ (1,525,461) | $ 8,261,624 | $ (9,715) | |||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Interest earned on investment held in Trust Account | (6,225) | (5,514) | ||||||
Warrant transaction costs | 292,875 | |||||||
Excess value of UW warrants | 1,293,750 | |||||||
Unrealized gain on Fair Value changes of warrants | (9,936,000) | |||||||
Change in fair value warrants | 1,466,250 | (9,936,000) | ||||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | 34,405 | (114,937) | ||||||
Accounts payable and accrued expenses | (206) | 53,756 | ||||||
Net cash used in operating activities | (31,237) | (154,446) | (9,715) | |||||
Cash Flows from Investing Activities: | ||||||||
Purchase of investments held in Trust Account | (172,500,000) | |||||||
Net cash used in investing activities | (172,500,000) | |||||||
Cash Flows from Financing Activities: | ||||||||
Proceeds from Initial Public Offering, net of underwriting fees | 169,050,000 | |||||||
Borrowings from promissory note | 135,325 | |||||||
Repayment of promissory note | (135,325) | |||||||
Proceeds from private placement | 5,175,000 | |||||||
Contribution from stockholder | 4,086 | 9,000 | ||||||
Payments of offering costs | (826,946) | |||||||
Net cash provided by financing activities | 173,402,140 | 9,000 | ||||||
Net Change in Cash | (31,237) | 747,694 | (715) | |||||
Cash – Beginning | 749,737 | 2,043 | 2,758 | |||||
Cash – Ending | 718,500 | 749,737 | 2,043 | |||||
Supplemental cash flow information | ||||||||
Cash paid for income taxes | 32 | |||||||
Value of Class A common stock subject to possible redemption at February 2, 2021 | 151,176,360 | |||||||
Initial classification of warrant liability | 17,077,500 | |||||||
Deferred offering costs included in accrued offering costs | 20,000 | |||||||
Supplemental Disclosure of Non-cash Financing Activities: | ||||||||
Change in value of Class A common stock subject to possible redemption | $ (1,525,460) | $ 9,978,570 | ||||||
Cepton Technologies, Inc | ||||||||
Cash Flows from Operating Activities: | ||||||||
Net income (loss) | $ (18,561,000) | $ (8,912,000) | $ (19,634,000) | $ (16,757,000) | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation and amortization | 96,000 | 92,000 | 184,000 | 171,000 | ||||
Stock-based compensation | 2,077,000 | 388,000 | 710,000 | 749,000 | ||||
Loss on debt extinguishment | 180,000 | 180,000 | ||||||
Amortization and accretion of short-term investments | 153,000 | (60,000) | 120,000 | |||||
Other | (88,000) | (90,000) | 17,000 | |||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable, net | (87,000) | 317,000 | 363,000 | (3,000) | ||||
Inventories, net | 387,000 | (546,000) | (971,000) | (1,728,000) | ||||
Prepaid expenses and other current assets | (2,590,000) | 220,000 | 162,000 | 216,000 | ||||
Other long-term assets | (279,000) | |||||||
Accounts payable | (328,000) | 134,000 | 690,000 | 305,000 | ||||
Accrued expenses | 1,136,000 | (205,000) | 129,000 | (548,000) | ||||
Other long-term liabilities | 1,000 | 1,177,000 | 8,000 | |||||
Net cash used in operating activities | (17,995,000) | (8,480,000) | (16,980,000) | (17,570,000) | ||||
Cash Flows from Investing Activities: | ||||||||
Purchases of property and equipment | (23,000) | (3,000) | (80,000) | (148,000) | ||||
Proceeds from long-term security deposit | 1,000 | |||||||
Purchases of short-term investments | (8,455,000) | (19,234,000) | (33,676,000) | |||||
Proceeds from short-term investments | 1,500,000 | |||||||
Proceeds from maturities of short-term investments | 27,315,000 | |||||||
Net cash used in investing activities | 18,837,000 | (19,237,000) | (32,256,000) | (147,000) | ||||
Cash Flows from Financing Activities: | ||||||||
Proceeds from PPP loan | 1,121,000 | |||||||
Proceeds from issuance of long-term debt | 1,121,000 | |||||||
Proceeds from issuance of long-term debt and warrants, net | 4,982,000 | |||||||
Repayment of long-term debt | (5,000,000) | (5,000,000) | ||||||
Cash received from early exercises of options | 253,000 | |||||||
Proceeds from issuance of common stock options, net of repurchase | 258,000 | 13,000 | 225,000 | 30,000 | ||||
Proceeds from convertible preferred stock, net of issuance costs | 52,624,000 | 52,623,000 | ||||||
Net cash provided by financing activities | 258,000 | 48,758,000 | 49,222,000 | 5,012,000 | ||||
Effect of exchange rate changes on cash | (12,000) | (5,000) | (12,000) | (10,000) | ||||
Net Change in Cash | 1,088,000 | 21,036,000 | (26,000) | (12,715,000) | ||||
Cash – Beginning | 11,312,000 | 11,338,000 | 11,338,000 | 24,053,000 | ||||
Cash – Ending | 12,400,000 | 32,374,000 | 11,312,000 | 11,338,000 | ||||
Supplemental cash flow information | ||||||||
Cash paid for interest | 44,000 | 44,000 | ||||||
Cash paid for income taxes | 2,000 | 1,000 | 25,000 | |||||
Changes in accrued purchases of property and equipment | 3,000 | $ (3,000) | $ 3,000 | |||||
Vesting of early exercises of stock options | $ 76,000 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Mar. 31, 2021 | |
Accounting Policies [Abstract] | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General Growth Capital Acquisition Corp. (the “Company”), a blank check company, was incorporated under the laws of the State of Delaware on January 4, 2010 under the name PinstripesNYS, Inc., and changed its name to its current name on February 14, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The registration statements for the Company’s initial public offering (described below) were declared effective on January 29, 2021. On February 2, 2021, the Company consummated the initial public offering of 17,250,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over -allotment Simultaneously with the closing of the initial public offering, the Company consummated the sale of 5,175,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) in a private placement to the Company’s sponsor, Growth Capital Sponsor LLC (the “Sponsor”), Nautilus Carriers LLC (“Nautilus”), an affiliate of our Co -Chief Transaction costs amounted to $4,296,946, consisting of $3,450,000 of underwriting fees, and $824,946 of other offering costs. Although the Company is not limited to a particular industry or sector for the purpose of consummating a Business Combination, it intends to focus on industries that complement the Company’s management team’s background, and to capitalize on the ability of the Company’s management team to identify and acquire a business or businesses consistent with the experience of the Company’s management team and affiliates of Maxim Group LLC (“Maxim”), the representative of the underwriters in the Initial Public Offering. As of June 30, 2021, the Company had not commenced any operations. All activity from January 4, 2010 (inception) through February 2, 2021 relates to the Company’s formation, its prior unconsummated initial public offering, and its initial public offering (the “Initial Public Offering” or “IPO”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non -operating The Trust Account Following the closing of the IPO on February -allotment -allotment -7 Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the IPO may not be released from the Trust Account until the earliest of: (i) the completion of the initial Business Combination; (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if it does not complete the initial Business Combination by August 2, 2022; or (iii) the redemption of all of the Company’s public shares if the Company is unable to complete the initial Business Combination by August 2, 2022 (at which such time up to $100,000 of interest shall be available to the Company to pay liquidation or dissolution expenses), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds of the IPO and the Private Placement are intended to be generally applied toward consummating an initial Business Combination. The initial Business Combination must occur with one or more businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of the Business Combination Marketing Fee). There is no assurance that the Company will be able to successfully effect an initial Business Combination. The Company, after signing a definitive agreement for an initial Business Combination, will provide its public stockholders’ with the opportunity to redeem all or a portion of their shares upon the completion of the initial Business Combination, either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets, after payment of deferred underwriting commissions, to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public shares and the related initial Business Combination, and instead may search for an alternate initial Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with an initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest, but less taxes payable. As a result, such shares of Class A common stock will be recorded at their redemption amount and classified as temporary equity, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” The Company will have until August 2, 2022 to complete a Business Combination. If the Company is unable to complete the initial Business Combination by August 2, 2022, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter redeem the public shares, at a per -share Each of the Company’s Sponsor and Nautilus has agreed that it will be severally liable to the Company, on a pro rata basis based on the number of founder shares owned by them, if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company have entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less interest released to pay taxes, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor or Nautilus to reserve for such indemnification obligations, nor has it independently verified whether the Sponsor or Nautilus have sufficient funds to satisfy such indemnity obligations and believe that the only assets of the Sponsor and Nautilus are securities of the Company. Therefore, the Company cannot assure you that the Sponsor or Nautilus would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. The Sponsor, the Company’s officers and directors and certain initial stockholders have entered into a letter agreement with the Company, pursuant to which they agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the initial Business Combination by August 2, 2022. However, if the Sponsor or any of the Company’s directors or officers acquires shares of Class A common stock in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an initial Business Combination, the Company’s remaining stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per -share The Company may require its public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to the Company’s transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the initial Business Combination in the event the Company distributes proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. The tender offer or proxy materials, as applicable, that the Company will furnish to holders of its public shares in connection with the initial Business Combination will indicate whether the Company is requiring public stockholders to satisfy such delivery requirements. Liquidity and Capital Resources At June On February -Allotment -allotment Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from the date the financial statements are issued. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Risks and Uncertainties Management is currently evaluating the impact of the COVID -19 | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General Growth Capital Acquisition Corp. (the “Company”), a blank check company, was incorporated under the laws of the State of Delaware on January 4, 2010 under the name PinstripesNYS, Inc., and changed its name to its current name on February The registration statements for the Company’s initial public offering (described below) were declared effective on January -allotment Simultaneously with the closing of the initial public offering, the Company consummated the sale of 5,175,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) in a private placement to the Company’s sponsor, Growth Capital Sponsor LLC (the “Sponsor”), Nautilus Carriers LLC (“Nautilus”), an affiliate of our Co -Chief Transaction costs amounted to $4,296,946, consisting of $3,450,000 of underwriting fees, and $824,946 of other offering costs. Although the Company is not limited to a particular industry or sector for the purpose of consummating a Business Combination, it intends to focus on industries that complement the Company’s management team’s background, and to capitalize on the ability of the Company’s management team to identify and acquire a business or businesses consistent with the experience of the Company’s management team and affiliates of Maxim Group LLC (“Maxim”), the representative of the underwriters in the Initial Public Offering. As of March -operating The Trust Account Following the closing of the IPO on February -allotment -allotment -7 Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the IPO may not be released from the Trust Account until the earliest of: (i) the completion of the initial Business Combination; (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if it does not complete the initial Business Combination by August $100,000 of interest shall be available to the Company to pay liquidation or dissolution expenses), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds of the IPO and the Private Placement are intended to be generally applied toward consummating an initial Business Combination. The initial Business Combination must occur with one or more businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of the Business Combination Marketing Fee). There is no assurance that the Company will be able to successfully effect an initial Business Combination. The Company, after signing a definitive agreement for an initial Business Combination, will provide its public stockholders’ with the opportunity to redeem all or a portion of their shares upon the completion of the initial Business Combination, either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets, after payment of deferred underwriting commissions, to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public shares and the related initial Business Combination, and instead may search for an alternate initial Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with an initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest, but less taxes payable. As a result, such shares of Class A common stock will be recorded at their redemption amount and classified as temporary equity, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” The Company will have until August -share Each of the Company’s Sponsor and Nautilus has agreed that it will be severally liable to the Company, on a pro rata basis based on the number of founder shares owned by them, if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company have entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less interest released to pay taxes, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor or Nautilus to reserve for such indemnification obligations, nor has it independently verified whether the Sponsor or Nautilus have sufficient funds to satisfy such indemnity obligations and believe that the only assets of the Sponsor and Nautilus are securities of the Company. Therefore, the Company cannot assure you that the Sponsor or Nautilus would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. The Sponsor, the Company’s officers and directors and certain initial stockholders have entered into a letter agreement with the Company, pursuant to which they agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the initial Business Combination by August In the event of a liquidation, dissolution or winding up of the Company after an initial Business Combination, the Company’s remaining stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per -share The Company may require its public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to the Company’s transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the initial Business Combination in the event the Company distributes proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. The tender offer or proxy materials, as applicable, that the Company will furnish to holders of its public shares in connection with the initial Business Combination will indicate whether the Company is requiring public stockholders to satisfy such delivery requirements. Risks and Uncertainties Management is currently evaluating the impact of the COVID -19 |
REVISION OF PREVIOUSLY ISSUED F
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 3 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Mar. 31, 2021 | |
Condensed Financial Information Disclosure [Abstract] | ||
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 — REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS On July -K -paid -paid As Reported Adjustment As Adjusted Audited Balance Sheet as of March 31, 2021 Additional paid in capital $ (3,115,509 ) $ 3,115,509 $ — Retained earnings $ 8,114,967 $ (3,115,509 ) $ 4,999,458 Total shareholders’ equity $ 5,000,002 $ — $ 5,000,002 Audited Statement of Changes in Shareholders’ Equity Additional paid-in capital $ (3,115,509 ) $ 3,115,509 $ — Retained earnings $ 8,114,967 $ (3,115,509 ) $ 4,999,458 Total shareholders’ equity $ 5,000,002 $ — $ 5,000,002 | NOTE 2 — REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS On April The Company previously accounted for its outstanding Public Warrants and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its IPO as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”). In connection with the audit of the Company’s financial statements for the period ended March -40 -40-15 -linked -40-15 -40-15 -40-25 The following summarizes the impact to the balance sheet dated February -K As Previously Reported Adjustment As Revised Balance Sheet at February 2, 2021 Warrant Liability $ — $ 17,077,500 $ 17,077,500 Total Liabilities 214,710 17,077,500 17,077,500 Common stock subject to possible redemption 168,253,860 (17,077,500 ) 151,176,360 Class A common stock 42 171 213 Additional paid-in capital 6,925,294 1,586,454 5,338,840 Accumulated deficit $ (1,925,928 ) $ (1,586,625 ) $ (339,303 ) |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Mar. 31, 2021 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10 -Q -X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual report on Form 10 -K Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging This may make comparison of the Company’s condensed financial statements with another public company, which is neither an emerging growth company nor an emerging growth company, and which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. Cash and Cash Equivalents The Company considers all short -term Investment Held in Trust Account At June As of June Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity”. Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Warrant Liability The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re -valued -current -cash The Company accounts for the warrants issued in connection with the IPO in accordance with the guidance contained in ASC 815 -40 -measurement -measurement Net Income Per Share Net income per share is computed by dividing net income by the weighted average number of common stock outstanding during the period. The Company applies the two -class redeemed, only participate in their pro rata share of the Trust Account earnings. The calculation of diluted income per common stock does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over -allotment -dilutive The Company’s statement of operations includes a presentation of income per Class A common stock subject to possible redemption in a manner similar to the two -class -redeemable -redeemable -redeemable For the Three Months 2021 2020 Redeemable Common Stock Numerator: Earnings allocable to Redeemable Common Stock Interest earned on marketable securities held in trust $ 6,225 $ — Less: interest available to be withdrawn for payment of taxes (6,225 ) — Net income allocable to shares subject to possible redemption $ — $ — Denominator: Weighted Average Redeemable Common Stock — Redeemable Common Stock outstanding, Basic and Diluted 16,115,493 Basic and Diluted net income per Redeemable Common Share $ — $ — Non-Redeemable Common Stock Numerator: Net Loss less Redeemable Net Earnings Net Loss $ (1,525,461 ) $ — Redeemable Net Income $ (6,225 ) $ — Non-Redeemable Net Loss $ (1,531,686 ) $ — Denominator: Weighted Average Non-Redeemable Common Stock Non-Redeemable Common Stock outstanding, Basic and Diluted 5,447,007 3,750,000 Basic and Diluted net income per Non-Redeemable Common Share $ (0.28 ) $ — Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the period from June Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statement of the Company is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company, and which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. Cash and Cash Equivalents The Company considers all short -term Investment Held in Trust Account At March -to-maturity -to-maturity -to-maturity As of March -term -term Carrying Cost Amortization of Bond Discount Gross Unrealized Gain Fair Value as of March 31, U.S. Money Market Mutual Funds $ 86,251,323 $ — $ — $ 86,251,323 U.S. Treasury Bills 86,253,272 4,167 1,898 86,255,170 $ 172,504,595 $ 4,167 $ 1,898 $ 172,506,493 A decline in the market value of held -to-maturity -end Premiums and discounts are amortized or accreted over the life of the related held -to-maturity -interest Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity”. Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Warrant Liability The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re -valued -current -cash The Company accounts for the warrants issued in connection with the IPO in accordance with the guidance contained in ASC 815 -40 -measurement -measurement Net Income Per Share Net income per share is computed by dividing net income by the weighted average number of common stock outstanding during the period. The Company applies the two -class -allotment -dilutive The Company’s statement of operations includes a presentation of income per Class A common stock subject to possible redemption in a manner similar to the two -class -redeemable calculated by dividing the net income, adjusted for income attributable to redeemable Class B common stock, by the weighted average number of non -redeemable -redeemable For the year ended March 31, 2021 Redeemable Common Stock Numerator: Earnings allocable to Redeemable Common Stock Interest earned on marketable securities held in trust $ 5,514 Less: interest available to be withdrawn for payment of taxes (5,514 ) Net income allocable to shares subject to possible redemption $ — Denominator: Weighted Average Redeemable Common Stock Redeemable Common Stock outstanding, Basic and Diluted 2,360,836 Basic and Diluted net income per Redeemable Common Share $ 0.00 Non-Redeemable Common Stock Numerator: Net Income minus Redeemable Net Earnings Net Income $ 8,261,624 Redeemable Net Income $ (5,514 ) Non-Redeemable Net Income $ 8,256,110 Denominator: Weighted Average Non-Redeemable Common Stock Non-Redeemable Common Stock outstanding, Basic and Diluted 4,645,499 Basic and Diluted net income per Non-Redeemable Common Share $ 1.78 Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
PUBLIC OFFERING
PUBLIC OFFERING | 3 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Mar. 31, 2021 | |
Public Offering [Abstract] | ||
PUBLIC OFFERING | NOTE 4 — PUBLIC OFFERING Pursuant to the IPO, the Company sold 17,250,000 at an offering price of $10.00 per Unit, which included 2,250,000 units sold upon the full exercise by the underwriter of its over -allotment Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one -half Warrants Warrants may only be exercised for a whole number of shares. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Warrants will become exercisable on the later of (a) 30 days after the completion of the initial Business Combination or (b) 12 th The warrants contain a tender or exchange offer that the Company’s management concluded do not qualify as an acceptable form of net cash settlement under the exception of ASC 815 -40-25-8 The Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company may call the Warrants for redemption (except with respect to the Private Placement Warrants): • • • -day • -trading • | NOTE 4 — PUBLIC OFFERING Pursuant to the IPO, the Company sold 17,250,000 at an offering price of $10.00 per Unit, which included 2,250,000 units sold upon the full exercise by the underwriter of its over -allotment Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one -half Warrants Warrants may only be exercised for a whole number of shares. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Warrants will become exercisable on the later of (a) 30 days after the completion of the initial Business Combination or (b) 12 The warrants contain a tender or exchange offer that the Company’s management concluded do not qualify as an acceptable form of net cash settlement under the exception of ASC 815 -40-25-8 The Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company may call the Warrants for redemption (except with respect to the Private Placement Warrants): • • • -day • -trading • |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 3 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Mar. 31, 2021 | |
Private Placement [Abstract] | ||
PRIVATE PLACEMENT | NOTE 5 — PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Company consummated the sale of 5,175,000 Private Placement Warrant in a private placement to the Sponsor, Nautilus Carriers LLC and HB Strategies LLC generating gross proceeds of $5,175,000. A portion of the purchase price of the Private Placement Warrants were added to the proceeds from the IPO held in the Trust Account. If the Initial Business Combination is not completed by August 2, 2022, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants are identical to the Warrants underlying the Units sold in the IPO, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non -redeemable | NOTE 5 — PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Company consummated the sale of 5,175,000 Private Placement Warrant in a private placement to the Sponsor, Nautilus Carriers LLC and HB Strategies LLC generating gross proceeds of $5,175,000. A portion of the purchase price of the Private Placement Warrants were added to the proceeds from the IPO held in the Trust Account. If the Initial Business Combination is not completed by August The Private Placement Warrants are identical to the Warrants underlying the Units sold in the IPO, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non -redeemable |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS [Line Items] | ||||
RELATED PARTY TRANSACTIONS | NOTE 6 — RELATED PARTY TRANSACTIONS Founder Shares On April 30, 2010, the Company sold 5,000,000 shares of the Company’s common stock, par value $0.0001 per share, to the Sponsor, at a purchase price of $25,000. On July 1, 2012, the Company issued 376,344 shares of the Company’s common stock to a third party as consideration for services performed. On February 24, 2020, the third party forfeited 257,649 shares of the Company’s common stock. On February 24, 2020, the Company effectuated a recapitalization. Each outstanding share of the Company’s Common Stock became 0.8425 shares of Class B common stock, resulting in an aggregate of 4,312,500 Founder Shares outstanding and held by the Sponsor (up to 562,500 of which were subject to forfeiture if the underwriter’s over -allotment -share On August 14, 2020, the Sponsor forfeited an aggregate of 2,833,333 shares of Class B common stock to the Company for no consideration, and each of Nautilus and HB Strategies purchased from the Company 1,379,167 shares of Class B common stock for a purchase price of $2,043 (or an aggregate purchase price of $4,086). On January 7, 2021, three initial stockholders of the Company forfeited an aggregate of 718,750 shares of Class B common stock at no cost, which the Company cancelled, resulting in an aggregate of 3,593,750 shares of Class B common stock outstanding and held by the Company’s initial stockholders. On January 29, 2021, the Company effectuated a 1.2 -for-1 Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment, at any time. The Company’s initial stockholders, officers and directors have agreed, not to transfer, assign or sell any Founder Shares held by them until the earlier to occur of: (i) one year after the completion of the initial Business Combination, (ii) the last sale price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading Administrative Fees Commencing on January 29, 2021, the Company agreed to pay an affiliate of the Sponsor a total of $5,750 per month for office space, utilities and secretarial and administrative support. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred $17,250 in expenses in connection with such services for the three months ended June Notes Payable — Related Party The Company issued promissory notes to certain initial stockholders of the Company, which allowed the Company to borrow up to $300,000 without interest to be used for a portion of the expenses of the IPO. All amounts due under the promissory notes were payable on the earlier of: (i) June 30, 2021 or (ii) the date on which the Company consummated its IPO. As of June 30, 2021 and 2020, there were no amounts outstanding under the promissory notes, respectively. The promissory notes were repaid from the proceeds of the IPO. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor and certain other initial stockholders of the Company may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post -Business | NOTE 6 — RELATED PARTY TRANSACTIONS Founder Shares On April 30, 2010, the Company sold 5,000,000 On February 24, 2020, the Company effectuated a recapitalization. Each outstanding share of the Company’s Common Stock became 0.8425 -allotment -share On August On January On January -for-1 Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment, at any time. The Company’s initial stockholders, officers and directors have agreed, not to transfer, assign or sell any Founder Shares held by them until the earlier to occur of: (i) one year after the completion of the initial Business Combination, (ii) the last sale price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading Administrative Fees Commencing on January Notes Payable — Related Party The Company issued promissory notes to certain initial stockholders of the Company, which allowed the Company to borrow up to $300,000 without interest to be used for a portion of the expenses of the IPO. All amounts due under the promissory notes were payable on the earlier of: (i) March Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor and certain other initial stockholders of the Company may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post -Business | ||
Cepton Technologies, Inc. [Member] | ||||
RELATED PARTY TRANSACTIONS [Line Items] | ||||
RELATED PARTY TRANSACTIONS | Note 14. Related Party Transactions On February | Note 14. Related Party Transactions On February |
RECURRING FAIR VALUE MEASUREMEN
RECURRING FAIR VALUE MEASUREMENTS | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
RECURRING FAIR VALUE MEASUREMENTS [Line Items] | ||||
RECURRING FAIR VALUE MEASUREMENTS | Note 7 — RECURRING FAIR VALUE MEASUREMENTS At June -40 -measurement -measurement The Company’s warrant liability for the Private Placement Warrants is based on a valuation model utilizing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. The fair value of the Private Warrant liability classified within Level 3 of the fair value hierarchy. The Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy. Substantially all of the Company’s trust assets on the condensed balance sheet consist of U. S. Money Market funds which are classified as cash equivalents. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of June Level 1 Level 2 Level 3 Assets: Investments held in Trust Account-Money Market Mutual Funds 172,511,739 — — Liabilities Warrant Liability – Public Warrants $ 5,347,500 $ — $ — Warrant Liability – Private Warrants — — 3,260,250 $ 5,347,500 $ — $ 3,260,250 The Private Warrants were valued using a Black Scholes Option Pricing Model and were considered to be a Level 3 fair value measurements due to the use of unobservable inputs. The Black Scholes Option Pricing Model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from the post -merger The key inputs used in the Black Scholes Option Pricing Model for the Private Warrants were as follows: Input June 30, Risk-free interest rate 1.0 % Expected term (years) 5.36 Expected volatility 11.9 % Stock Price $ 9.70 Exercise price $ 11.50 Dividend yield — % The following table sets forth a summary of the changes in the fair value of the Level 3 assets and liabilities measured at fair value for the three months ended June Private Warrants Fair value as of March 31, 2021 $ 2,742,750 Change in fair value 517,500 Fair value as of June 30, 2021 $ 3,260,250 There were no transfers between levels | Note 7 — FAIR VALUE MEASUREMENTS As of March March 31, (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account-Money Market Mutual Funds 86,251,323 86,251,323 Cash and Investments held in Trust Account-Treasury Bills 86,255,170 86,255,170 172,506,493 172,506,493 Liabilities Warrant Liability – Public Warrants $ 4,398,750 $ 4,398,750 $ — $ — Warrant Liability – Private Warrants 2,742,750 — — 2,742,750 $ 7,141,500 $ 4,398,750 $ $ 2,742,750 At March The Private Warrants were initially valued using a Black Scholes Option Pricing Model and were considered to be a Level 3 fair value measurements due to the use of unobservable inputs. The Black Scholes Option Pricing Model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from the post -merger The key inputs used in the Black Scholes Option Pricing Model for the Private Warrants were as follows: Input March 31, 2021 Risk-free interest rate 1.2 % Expected term (years) 5.58 Expected volatility 10.0 % Stock Price $ 9.70 Exercise price $ 11.50 Dividend yield 0.0 % The following table sets forth a summary of the changes in the fair value of the Level 3 assets and liabilities measured at fair value for the year ended March Warrant Private Public Fair value as of April 1, 2020 $ — $ — $ — Initial fair value of warrant liability upon issuance at IPO on February 2, 2021 17,077,500 6,468,750 10,608,750 Public warrants reclassified to level 1 — — (4,398,750 ) Change in fair value (9,936,000 ) (3,726,000 ) (6,210,000 ) Fair value as of March 31, 2021 $ 7,141,500 $ 2,742,750 $ — Transfers to/from Levels | ||
Cepton Technologies, Inc. [Member] | ||||
RECURRING FAIR VALUE MEASUREMENTS [Line Items] | ||||
RECURRING FAIR VALUE MEASUREMENTS | Note 3. Fair Value Measurement The following table summarize our assets measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands): June 30, 2021 Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 9,275 $ — $ — $ 9,275 Total cash equivalents $ 9,275 — — $ 9,275 Short-term investments: Commercial Paper — 5,595 — 5,595 Corporate debt securities — 6,343 — 6,343 Asset-backed Securities — 1,103 — 1,103 Total short-term investments — 13,041 — 13,041 Total assets measured at fair value $ 9,275 $ 13,041 $ — $ 22,316 December 31, 2020 Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 7,192 $ — $ — $ 7,192 Total cash equivalents $ 7,192 — — $ 7,192 Short-term investments: Commercial Paper — 14,587 — 14,587 Corporate debt securities — 13,810 — 13,810 Asset-backed Securities — 3,661 — 3,661 Total short-term investments — 32,058 — 32,058 Total assets measured at fair value $ 7,192 $ 32,058 $ — $ 39,250 Cash equivalents consist primarily of money market fund with original maturities of three months or less at the time of purchase, and the carrying amount is a reasonable estimate of fair value. Short -term | Note 3. Fair Value Measurement The following table summarize our assets measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands): December 31, 2020 Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 7,192 $ — $ — $ 7,192 Total cash equivalents 7,192 — — 7,192 Short-term investments: Commercial Paper — 14,587 — 14,587 Corporate debt securities — 13,810 — 13,810 Asset-backed Securities — 3,661 — 3,661 Total short-term investments — 32,058 — 32,058 Total assets measured at fair value $ 7,192 $ 32,058 $ — $ 39,250 Cash equivalents consist primarily of money market fund with original maturities of three months or less at the time of purchase, and the carrying amount is a reasonable estimate of fair value. Short -term |
COMMITMENTS
COMMITMENTS | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
COMMITMENTS [Line Items] | ||||
COMMITMENTS | NOTE 8 — COMMITMENTS Registration Rights The holders of the Founder Shares, Private Placement Warrants, shares of Class A common stock underlying the Private Placement Warrants, warrants issuable upon conversion of working capital loans (if any), and the shares of Class A common stock issuable upon exercise of or conversion of the foregoing are entitled to registration rights pursuant to certain registration rights agreements executed on January 29, 2021, requiring the Company to register such securities for resale (in the case of the initial shares, only after conversion to the Company’s Class A common stock). Certain holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy -back Business Combination Marketing Agreement The Company has engaged Maxim Group LLC, an affiliate of its Sponsor, as advisors in connection with its initial Business Combination to assist it in arranging meetings with its stockholders to discuss a potential Business Combination and the target business’ attributes, introduce it to potential investors that may be interested in purchasing its securities, assist it in obtaining stockholder approval for its initial Business Combination and assist it with the preparation of press releases and public filings in connection with the initial Business Combination. The Company will pay Maxim Group LLC for such services upon the consummation of the initial Business Combination a cash fee in an amount equal to 3.5% of the gross proceeds of the IPO (exclusive of any applicable finders’ fees which might become payable) or $6,037,500. Pursuant to the terms of the Business Combination marketing agreement, no fee will be due if the Company does not complete an initial Business Combination. | NOTE 8 — COMMITMENTS Registration Rights The holders of the Founder Shares, Private Placement Warrants, shares of Class A common stock underlying the Private Placement Warrants, warrants issuable upon conversion of working capital loans (if any), and the shares of Class A common stock issuable upon exercise of or conversion of the foregoing are entitled to registration rights pursuant to certain registration rights agreements executed on January -back Business Combination Marketing Agreement The Company has engaged Maxim Group LLC, an affiliate of its Sponsor, as advisors in connection with its initial Business Combination to assist it in arranging meetings with its stockholders to discuss a potential Business Combination and the target business’ attributes, introduce it to potential investors that may be interested in purchasing its securities, assist it in obtaining stockholder approval for its initial Business Combination and assist it with the preparation of press releases and public filings in connection with the initial Business Combination. The Company will pay Maxim Group LLC for such services upon the consummation of the initial Business Combination a cash fee in an amount equal to 3.5% of the gross proceeds of the IPO (exclusive of any applicable finders’ fees which might become payable) or $6,037,500. Pursuant to the terms of the Business Combination marketing agreement, no fee will be due if the Company does not complete an initial Business Combination. | ||
Cepton Technologies, Inc. [Member] | ||||
COMMITMENTS [Line Items] | ||||
COMMITMENTS | Note 13. Commitments and Contingencies Operating Lease Commitments The Company leases office and manufacturing facilities under noncancelable operating leases expiring at various dates through January 2023. On April Rent expense is recognized on a straight -line As of June June 30, 2021 $ 664 2022 1,719 2023 143 Total $ 2,526 Rent expense under these leases was approximately $571,000 and $322,000 for the six months ended June Legal Proceedings From time to time, the Company may be involved in various legal claims and litigation that arise in the normal course of its operations. The Company is defending all current litigation matters. Although there can be no assurances and the outcome of these matters is currently not determinable, the Company currently believes that none of these claims or proceedings are likely to have a material adverse effect on the Company’s financial position. The Company records accruals for our outstanding legal proceedings, investigations or claims when it is probable that a liability will be incurred, and the amount of loss can be reasonably estimated. The Company evaluated developments in legal proceedings, investigations or claims that could affect the amount of any accrual, as well as any developments that would result in a loss contingency to become both probable and reasonably estimable. The Company has not recorded any accrual for loss contingencies associated with such legal claims or litigation discussed above. | Note 13. Commitments and Contingencies Operating Lease Commitments The Company leases office and manufacturing facilities under noncancelable operating leases expiring at various dates through August 2022. In December 2017, the Company began leasing approximately 25,000 square feet of office space in San Jose, California as its corporate headquarters. Rent expense is recognized on a straight -line As of December December 31, 2021 $ 552 2022 18 Total $ 570 Rent expense under these leases was approximately $654,000 and $656,000 for the years ended December Legal Proceedings From time to time, the Company may be involved in various legal claims and litigation that arise in the normal course of its operations. The Company is defending all current litigation matters. Although there can be no assurances and the outcome of these matters is currently not determinable, the Company currently believes that none of these claims or proceedings are likely to have a material adverse effect on the Company’s financial position. The Company records accruals for our outstanding legal proceedings, investigations or claims when it is probable that a liability will be incurred, and the amount of loss can be reasonably estimated. The Company evaluated developments in legal proceedings, investigations or claims that could affect the amount of any accrual, as well as any developments that would result in a loss contingency to become both probable and reasonably estimable. The Company has not recorded any accrual for loss contingencies associated with such legal claims or litigation discussed above. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
SHAREHOLDERS' EQUITY [Line Items] | ||||
SHAREHOLDERS' EQUITY | NOTE 9 — SHAREHOLDERS’ EQUITY Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At June Class A common stock Class B common stock The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of an initial Business Combination or at any time prior thereto at the option of the holder on a one -for-one -linked -converted -linked -linked -equivalent On February -for-1 | NOTE 9 — STOCKHOLDERS’ EQUITY Preferred Stock The Company is authorized to issue 1,000,000 Class A common stock Class B common stock The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of an initial Business Combination or at any time prior thereto at the option of the holder on a one -for-one -linked -converted -linked -linked -equivalent On February 24, 2020, the Company effectuated a recapitalization. Each outstanding share of the Company’s Common Stock became 0.8425 -for-1 | ||
Cepton Technologies, Inc. [Member] | ||||
SHAREHOLDERS' EQUITY [Line Items] | ||||
SHAREHOLDERS' EQUITY | Note 9. Stockholders’ Deficit Common Stock Holders of common stock are entitled to one vote per share, and to receive dividends when, as and if declared by the Board of Directors, and, upon liquidation or dissolution, are entitled to receive all assets available for distribution to stockholders. The holders have no preemptive or other subscription rights and there are no redemption or sinking fund provisions with respect to such shares. As of June Class F Stock Holders of Class F stock have the option to convert their shares into common stock at any time, and without payment of additional consideration. Additionally, Class F stock will automatically convert into shares of common stock upon either the date and time, or occurrence of an event, specified by vote or written consent of the holders of a majority of the then outstanding shares of Class F stock, at the then effective conversion rate. Finally, Class F stock will automatically convert into shares of preferred stock in the event an investor in a preferred stock financing purchases Class F stock shares from a holder of Class F stock. The conversion ratio for Class F stock to common or preferred stock was one -to-one Each share of Class F stock has the same voting rights as the equivalent number of common stock on an as -converted Holders of Class F stock are entitled to receive dividends when and if declared by the Board of Directors, and, upon liquidation or dissolution, are entitled to receive all assets available for distribution to stockholders after distributions to holders of preferred stock. The Class F stock is subject to vesting terms wherein each holder acquires a vested interest in the stock over a service period of four years. As of June | Note 9. Stockholders’ Deficit Common Stock Holders of common stock are entitled to one vote per share, and to receive dividends when, as and if declared by the Board of Directors, and, upon liquidation or dissolution, are entitled to receive all assets available for distribution to stockholders. The holders have no preemptive or other subscription rights and there are no redemption or sinking fund provisions with respect to such shares. On July On July -1 On January -1 As of December Class F Stock Holders of Class F stock have the option to convert their shares into common stock at any time, and without payment of additional consideration. Additionally, Class F stock will automatically convert into shares of common stock upon either the date and time, or occurrence of an event, specified by vote or written consent of the holders of a majority of the then outstanding shares of Class F stock, at the then effective conversion rate. Finally, Class F stock will automatically convert into shares of preferred stock in the event an investor in a preferred stock financing purchases Class F stock shares from a holder of Class F stock. The conversion ratio for Class F stock to common or preferred stock was one -to-one Each share of Class F stock has the same voting rights as the equivalent number of common stock on an as -converted Holders of Class F stock are entitled to receive dividends when and if declared by the Board of Directors, and, upon liquidation or dissolution, are entitled to receive all assets available for distribution to stockholders after distributions to holders of preferred stock. The Class F stock is subject to vesting terms wherein each holder acquires a vested interest in the stock over a service period of four years. As of December On July As of December |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
SUBSEQUENT EVENTS [Line Items] | ||||
SUBSEQUENT EVENTS | NOTE 10 — SUBSEQUENT EVENTS The Company has evaluated events that have occurred after the balance sheet up to the date the condensed financial statements were issued. The Company did not identify any subsequent events, other than as noted below, that would have required adjustment to or disclosure in the condensed financial statements. On August -owned -owned Additionally, Koito Manufacturing Co., LTD., a current shareholder of Cepton, has committed to invest $50 million in Cepton’s business via the purchase of 5,000,000 Private Investment in Public Equity (PIPE) offering of shares of common stock of Growth Capital at a purchase price of $10.00 per share, which is subject to the completion of, and will close simultaneously with, the business combination. | NOTE 11 — SUBSEQUENT EVENTS The Company has evaluated events that have occurred after the balance sheet up to the date the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment to or disclosure in the financial statements. | ||
Cepton Technologies, Inc. [Member] | ||||
SUBSEQUENT EVENTS [Line Items] | ||||
SUBSEQUENT EVENTS | Note 17. Subsequent Events In connection with the preparation of the accompanying consolidated financial statements, the Company has evaluated events and transactions occurring after June Merger with Growth Capital Acquisition Corp. In August 2021, the Company entered into a definitive business combination agreement with Growth Capital Acquisition Corp. (NASDAQ: GCAC), a special purpose acquisition company. Upon the transaction closing, the combined company will be publicly traded. | Note 17. Subsequent Events The Company has evaluated subsequent events from the balance sheet date through May New Lease Agreement On April |
INCOME TAX
INCOME TAX | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
INCOME TAX [Line Items] | |||
INCOME TAX | Note 10 — Income Tax The income tax provision consists of the following: March 31, 2021 March 31, 2020 Federal Current $ — Deferred (18,428 ) (2,033 ) State Current — 32 Deferred — Change in valuation allowance 18,428 2,033 Income tax provision $ — 32 The Company’s net deferred tax assets are as follows: March 31, 2021 March 31, 2020 Deferred tax asset Net operating loss carryforwards 57,578 39,150 Total deferred tax asset 57,578 39,150 Valuation allowance (57,578 ) (39,150 ) Deferred tax asset, net of allowance $ — As of March In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the periods ended March A reconciliation of the federal income tax rate to the Company’s effective tax rate at March Statutory federal income tax rate 21.0 % 21.0 % State tax provision net of federal benefit (0.0 ) (0.3 ) Change in FV of warrant liability (21.9 ) Transaction costs associated with the issuance of warrants 0.7 Change in valuation allowance 0.2 (21.0 ) Income tax provision — % (0.3 )% The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities for years after 2016. | ||
Cepton Technologies, Inc. [Member] | |||
INCOME TAX [Line Items] | |||
INCOME TAX | Note 12. Income Taxes The Company’s provision for income taxes was $11,000 and $14,000 for the six months ended June The Company conducts its business globally and its operating income is subject to varying rates of tax in the U.S., Canada, Germany and UK. Consequently, the Company’s effective tax rate is dependent upon the geographic distribution of its earnings or losses and the tax laws and regulations in each geographical region. Due to historical losses in the U.S., the Company has a full valuation allowance on its U.S. federal and state deferred tax assets. Management continues to evaluate the realizability of deferred tax assets and the related valuation allowance. If management’s assessment of the deferred tax assets or the corresponding valuation allowance were to change, the Company would record the related adjustment to income during the period in which management makes the determination. As of June On March | Note 12. Income Taxes Income (loss) before income taxes consisted of the following (in thousands): Year Ended December 31, 2020 2019 Domestic $ (19,694 ) $ (16,852 ) Foreign 86 102 Income (loss) before income taxes $ (19,608 ) $ (16,750 ) Provision for (benefit from) income taxes consisted of the following (in thousands): Year Ended December 31, 2020 2019 Current: Federal $ — $ — State 1 1 Foreign 16 16 Total Current 17 17 Deferred: Federal — — State — — Foreign 9 (10 ) Total Deferred 9 (10 ) Provision for (benefit from) income taxes $ 26 $ 7 The provision for (benefit from) income taxes differ from the amounts computed by applying the U.S. federal income tax rate to income (loss) before income taxes for the following reasons: Year Ended December 31, 2020 2019 U.S. federal provision (benefit) at statutory rate 21.0 % 21.0 % State income taxes, net of federal benefit (0.01 ) (0.01 ) Foreign income taxes at rates other than the U.S. rate (0.03 ) 0.09 Other permanent items (0.09 ) (0.25 ) Stock-based compensation (0.32 ) (0.45 ) Research and development credits 1.93 0.65 Unrecognized tax benefits (0.77 ) (0.80 ) Global intangible low-taxed income (0.03 ) (0.09 ) Change in valuation allowance (21.97 ) (18.59 ) Payroll tax credit adjustments 0.16 0.19 Disallowed favorable transfer pricing adjustment — (1.78 ) Effective tax rate (0.13 )% (0.04 )% The difference between the provision for income taxes and the income tax determined by applying the statutory federal income tax rate of 21 percent was due primarily to research and development credits and changes in valuation allowance. The Company’s valuation allowance balance increased by $5,800,000 and $3,700,000 for the year ended December The Company’s deferred income tax assets and liabilities as of December December 31, 2020 2019 Deferred tax assets: Accruals and reserves $ 30 $ 21 Stock-based compensation 55 22 Net operating loss carryforward 13,945 8,700 Research and development credits 1,833 1,334 Valuation allowance (15,818 ) (10,047 ) Total deferred tax assets 45 30 Deferred tax liabilities: Depreciation and amortization (45 ) (20 ) Total deferred tax liabilities (45 ) (20 ) Net deferred tax assets (liabilities) $ — $ 10 Annually, the Company determines whether it is “more likely than not” that a tax position will be sustained upon examination by the appropriate taxing authorities in considering whether any tax benefit can be recorded in the consolidated financial statements. The Company recorded full valuation allowance against its US net deferred tax assets as it believes these deferred tax assets were not realizable on a more likely than not basis as of December As of December As of December Utilization of the research and development credit carryforward may be subject to an annual limitation due to the ownership percentage change limitations provided by the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of the research and development credits before utilization. The amount of such elimination, if any, has not been determined. As of December Year Ended December 31, 2020 2019 Unrecognized tax benefits as of the beginning of the year $ 1,090 $ — Increases related to prior year tax provisions — 910 Increase related to current year tax provisions 381 180 Unrecognized tax benefits as of the end of the year $ 1,471 $ 1,090 The Company is subject to income taxes in the U.S. federal, state, and various foreign jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. All of the Company’s tax years will remain open for examination by the federal and state tax authorities for three and four years, respectively, from the date of utilization of the net operating loss or research and development credits. The Company does not have any tax audits or other issues pending. As a qualified small business, the Company applies a portion of its post -2015 |
DESCRIPTION OF BUSINESS AND SUM
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Cepton Technologies, Inc. [Member] | ||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Line Items] | ||
Description of Business and Summary of Significant Accounting Policies | Note 1. Description of Business and Summary of Significant Accounting Policies Description of Business Cepton provides state -of-the-art -based -based -effective Founded in April 2016 and led by industry veterans with over two decades of collective experience across a wide range of advanced lidar and imaging technologies, Cepton is focused on the mass market commercialization of high performance, high quality lidar solutions. Cepton is headquartered in San Jose, California, USA, with a presence in Germany, Canada, Japan, China and India, to serve a fast -growing Basis of Presentation and Principles of Consolidation The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of our wholly owned subsidiaries in Canada, Germany, and the United Kingdom. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company, the accompanying unaudited condensed financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the interim periods presented. These unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes for 2020. The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of June -term -time -time The Company is subject to risks and uncertainties frequently encountered by early -stage To date, the Company has been funded primarily by equity financings, convertible promissory notes and other borrowings. Failure to generate sufficient revenues, achieve planned gross margins and operating profitability, control operating costs, or secure additional funding may require the Company to modify, delay, or abandon some of its planned future expansion or development, or to otherwise enact operating cost reductions available to management, which could have a material adverse effect on the Company’s business, operating results, financial condition, and ability to achieve its intended business objectives. Based on its recurring losses from operations and negative cash flows from operating activities incurred since inception, the expectation of continuing operating losses in the future, and the need to raise additional capital to finance its future operations, as of the issuance date of the condensed consolidated financial statements as of and for the six months ended June The Company intends to obtain financing through the execution of a merger transaction with Growth Capital Acquisition Corp. (see Note 17 for subsequent event disclosure). In addition, the Company has strong relationships with capital resource providers such as banks and strategic and financial investors to execute debt borrowing and/or equity financing, if necessary. These plans are intended to mitigate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern; however, as the plans are not entirely within the Company’s control, management cannot provide assurance that they will be effectively implemented. Concentration of Risk Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short -term -term -term Customers that accounted for 10% or greater of accounts receivable, net as of June June 30, December 31, Customer A 14% 15% Customer B —% 39% Customer C —% 10% Customer D 12% 13% Customer E 64% —% Customers with revenue equal to or greater than 10% of total revenue for the periods indicated were as follows: Six Months Ended June 30, Six Months Customer A 58% 12% Customer B —% 31% Customer C —% 11% Customer D —% 11% Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include, but are not limited to, estimating the stand -alone -based Product Warranties The Company typically provides a one -year Changes in our accrued warranty liability, which is included as a component of accrued expenses and other current liabilities, for the six months ended June Six Months Ended June 30, 2021 Year Ended December 31, 2020 Beginning balance $ 40 $ 31 Warranty provision 33 90 Consumption (24 ) (81 ) Ending balance 49 $ 40 Significant Accounting Policies There have been no significant changes to the accounting policies during the six months ended June 3 Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016 -02 Leases (Topic 842) -of-use -10 -05 -year -02 In June 2016, the FASB issued ASU 2016 -13 Measurement of Credit Losses on Financial Instruments CECL In December 2019, the FASB issued ASU 2019 -12 Income Taxes: Simplifying the Accounting for Income Taxes -12 In August 2020, the FASB issued ASU 2020 -06 Debt — Debt with Conversion and Other Options (Subtopic 470 -20 ) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815 -40 ): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity -06 | Note 1. Description of Business and Summary of Significant Accounting Policies Description of Business Cepton provides state -of-the-art -based ® -based -effective Founded in April 2016 and led by industry veterans with over two decades of collective experience across a wide range of advanced lidar and imaging technologies, Cepton is focused on the mass market commercialization of high performance, high quality lidar solutions. Cepton is headquartered in San Jose, California, USA, with a presence in Germany, Canada, Japan and India, to serve a fast -growing Basis of Presentation and Principles of Consolidation The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of our wholly owned subsidiaries in Canada, Germany, and the United Kingdom. All intercompany balances and transactions have been eliminated in consolidation. Concentration of Risk Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short -term -term -term Customers that accounted for 10% or greater of accounts receivable, net as of December December 31, 2020 2019 Customer A 15 % — % Customer B 39 % 56 % Customer C 10 % — % Customer D 13 % — % Customers with revenue equal to or greater than 10% of total revenue for the periods indicated were as follows: Year Ended December 31, 2020 2019 Customer A 23 % — % Customer B 16 % 40 % Customer C 11 % — % Customer D — % 10 % Customer E — % 13 % Supplier Concentrations The Company relies on third parties for the supply and manufacture of its products, as well as third -party For the fiscal year ended December Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include, but are not limited to, estimating the stand -alone -based Cash Equivalents and Short-Term Investments The Company considers all highly liquid investments with original maturity of three months or less at the date of purchase to be cash equivalents. The Company’s short -term -for-sale Accounts Receivable Trade accounts receivable are recorded at the invoiced amount, net of any allowance for doubtful accounts, and do not bear interest. Allowances on accounts receivable are recorded when circumstances indicate collection is doubtful for a particular accounts receivable balance. Receivables are written off if reasonable collection efforts prove unsuccessful. The Company provides for allowances on a specific account basis. As of December Inventories Inventories are stated at the lower of cost or estimated net realizable value. Costs are computed under the standard cost method, which approximates actual costs determined on the first -in -out -downs Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. The Company depreciates property and equipment using the straight -line and amortization are removed from the balance sheet and the resulting gain or loss is reflected in operations in the period realized. Improvements are capitalized and amortized over the remaining term of the estimated useful life of the asset. Maintenance and repairs are charged to operations as incurred. Foreign Currency The functional currency of the Company’s foreign subsidiaries in Canada and Germany is the respective local currency whereas the functional currency of the foreign subsidiary in the United Kingdom is the U.S. dollar. For the Canadian and German entities, assets and liabilities are translated into U.S. dollars at the local current exchange rates in effect at the balance sheet date, and income and expense accounts are translated at the average exchange rates during the period. The resulting translation adjustments are included in accumulated other comprehensive income. Foreign currency translation adjustments were insignificant for the years ended December Convertible Preferred Stock The Company records all shares of convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs, if applicable. The convertible preferred stock is recorded outside of permanent stockholders’ deficit because while it is not mandatorily redeemable, it is contingently redeemable into cash upon the occurrence of an event not solely within the Company’s control. When it is probable that a convertible preferred share will become redeemable, adjustments are recorded to adjust the carrying values. No adjustments have been recorded in 2020 or 2019. Refer to Footnote 8 for more information on the rights, preferences, privileges, and restrictions associated with the convertible preferred stock. Revenue Recognition The Company recognizes revenue from contracts with its customers. A contract with a customer exists when both parties have approved the contract and are committed to perform their respective obligations, each party’s rights can be identified, payment terms can be identified, the contract has commercial substance, and it is probable that the Company will collect substantially all of the consideration it is entitled to. Revenue is recognized when, or as, performance obligations are satisfied by transferring control of a promised product or service to a customer. The Company’s revenue is primarily derived from product sales of LiDAR sensors to direct customers. Revenue is recognized at a point in time when control of the products is transferred to the customer, generally occurring upon shipment in accordance with the terms of the related contract. Amounts billed to customers for shipping and handling are included in the transaction price and are not treated as separate performance obligations as these costs fulfill a promise to transfer the product to the customer. Shipping and handling costs paid by the Company are included in cost of revenue. Taxes collected from customers and remitted to governmental authorities are excluded from revenue on the net basis of accounting. When a contract involves multiple promises, the Company accounts for individual performance obligations if the customer can benefit from each promise on its own or with other resources that are readily available to the customer and each promise is separately identifiable from other promises in the arrangement. In these situations, the arrangement consideration is allocated between the separate performance obligations in proportion to their estimated standalone selling price. The standalone selling price reflects the price the Company would charge for a specific product if it were sold separately in similar circumstances and to similar customers. If the selling price is not directly observable, the Company may estimate the stand -alone Other Policies, Judgments and Practical Expedients Costs to obtain a contract The Company generally expenses the incremental costs of obtaining a contract when incurred because the amortization period for these costs would be less than one year. These costs primarily relate to sales commissions and are recognized upon receiving customer payment, at the time of the customer order, or at the time of product shipment. Commission expense was $31,000 and $26,000 in 2020 and 2019, respectively and was recorded in selling, general and administrative expense in the Company’s consolidated statements of operations. Contract balances The timing of revenue recognition, billings, and cash collections generally results in accounts receivable recognized on the balance sheet. However, the Company may recognize contract liabilities when consideration is received from a customer prior to transferring goods or services to the customer. Contract liabilities are recognized as revenue after control of the products or services is transferred to the customer and all revenue recognition criteria have been met. Customer deposits The Company may recognize customer deposit liabilities when consideration is received from a customer prior to entering into a contract. Customer deposit liabilities are recognized as revenue when a contract with enforceable rights and obligations exists and all revenue recognition criteria have been met. Right of return The Company’s general terms and conditions for its contracts do not contain a right of return that allows the customer to return products and receive a credit. Therefore, the Company does not estimate returns and generally recognizes revenue at contract price upon shipment. Significant financing components The Company may receive payment from a customer either before or after the performance obligation has been satisfied. The expected timing difference between the payment and satisfaction of performance obligations for the vast majority of the Company’s contracts is one year or less; therefore, the Company applies a practical expedient and does not consider the effects of the time value of money. The Company’s contracts with customer prepayment terms do not include a significant financing component because the primary purpose is not to receive financing from the customers. Cost of Revenue Cost of revenue includes the manufacturing cost of LiDAR sensors, which primarily consists of personnel -related -party Product Warranties The Company typically provides a one -year Changes in our accrued warranty liability, which is included as a component of accrued expenses and other current liabilities, for the year ended December Year Ended December 31, 2020 2019 Balance as of the beginning of year $ 31 $ 20 Warranty provision 90 185 Consumption (81 ) (174 ) Balance as of the end of the year $ 40 $ 31 Research and Development Research and development expenses consist primarily of personnel -related -party Advertising Advertising costs are expensed as incurred and were $197,000 and $610,000 for the years ended December Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are recorded based on the estimated future tax effects of differences between the financial statement and income tax basis of existing assets and liabilities. Deferred income tax assets and liabilities are recorded net and classified as non -current Stock-Based Compensation Expense The Company grants stock options to employees and non -employees Stock Compensation -Scholes -price -free -party Impairment of Long-Lived Assets Long -lived -lived -lived -party Fair Value Measurements The Company determines the fair value of an asset or liability based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction between market participants at the measurement date. The identification of market participant assumptions provides a basis for determining what inputs are to be used for pricing each asset or liability. A fair value hierarchy has been established which gives precedence to fair value measurements calculated using observable inputs over those using unobservable inputs. This hierarchy prioritized the inputs into three broad levels as follows: Level 1: Quoted prices in active markets for identical instruments Level 2: Other significant observable inputs (including quoted prices in active markets for similar instruments) Level 3: Significant unobservable inputs (including assumptions in determining the fair value of certain investments) Money market funds are highly liquid investments and are actively traded. The pricing information for the Company’s money market funds are readily available and can be independently validated as of the measurement date. This approach results in the classification of these securities as Level 1 of the fair value hierarchy. The Company’s short -term -backed -term -term Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount within a range of loss can be reasonably estimated. When no amount within the range is a better estimate than any other amount, the Company accrues for the minimum amount within the range. Legal costs incurred in connection with loss contingencies are expensed as incurred. No liabilities for loss contingencies were accrued as of December Recently Adopted Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. (“ASU”) 2014 -09 Revenue from Contracts with Customers (Topic 606) -05 -year companies that have not yet issued their financial statements reflecting the adoption of Topic 606. Early adoption is permitted. The Company has adopted this standard beginning on January In August 2016, the FASB issued ASU 2016 -15 Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In November 2016, the FASB issued ASU 2016 -18 Statement of Cash Flows (Topic 230) — Restricted Cash In July 2017, the FASB issued ASU No. 2017 -11 Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815) I. Accounting for Certain Financial Instruments with Down Round Features II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception -round In June 2018, the FASB issued ASU No. 2018 -07 Compensation -Stock Compensation (Topic 718): Improvements to Nonemployee Share -Based Payment Accounting -08 Compensation — Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Codification Improvements — Share -Based Consideration Payable to a Customer -07 -based -07 -based -date In August 2018, the FASB issued ASU No. 2018 -13 Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement update is effective for financial statements issued for fiscal years and interim periods beginning after December Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016 -02 Leases (Topic 842) -of-use -10 -05 -year -02 In June 2016, the FASB issued ASU 2016 -13 Measurement of Credit Losses on Financial Instruments In December 2019, the FASB issued ASU 2019 -12 Income Taxes: Simplifying the Accounting for Income Taxes -12 In August 2020, the FASB issued ASU 2020 -06 Debt — Debt with Conversion and Other Options (Subtopic 470 -20 ) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815 -40 ): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity -06 |
REVENUE
REVENUE | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Cepton Technologies, Inc. [Member] | ||
REVENUE [Line Items] | ||
Revenue | Note 2. Revenue The Company disaggregates its revenue from contracts with customers by geographic region based on the shipping location of the customer. Total revenue disaggregated by geographic region is as follows (dollars in thousands): Six Months Ended June 30, 2021 2020 Revenue % of Revenue Revenue % of Revenue Revenue by geography: North America $ 252 19 % $ 347 43 % Asia Pacific 875 66 % 435 54 % Other 206 15 % 28 3 % Total $ 1,333 100 % $ 810 100 % As of June | Note 2. Revenue The Company disaggregates its revenue from contracts with customers by geographic region based on the shipping location of the customer. Total revenue disaggregated by geographic region is as follows (dollars in thousands): Year Ended December 31, 2020 2019 Revenue % of Revenue Revenue % of Revenue Revenue by geography: North America $ 721 36 % $ 1,579 38 % Asia Pacific 1,011 50 % 2,277 55 % Other 274 14 % 276 7 % Total $ 2,006 100 % $ 4,132 100 % As of December |
INVENTORIES
INVENTORIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Cepton Technologies, Inc. [Member] | ||
INVENTORIES [Line Items] | ||
Inventories | Note 4. Inventories Inventories consist of the following (in thousands): June 30, December 31, 2020 Raw materials $ 992 $ 1,015 Work-in-process 605 867 Finished goods 1,410 1,512 Total inventories $ 3,007 $ 3,394 | Note 4. Inventories Inventories consist of the following as of December December 31, 2020 2019 Raw materials $ 1,015 $ 673 Work-in-process 867 429 Finished goods 1,512 1,306 Total inventories $ 3,394 $ 2,408 Inventories are carried and depicted above at the lower of cost or net realizable value. For the years ended December -downs -down -downs |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Cepton Technologies, Inc. [Member] | ||
PROPERTY AND EQUIPMENT, NET [Line Items] | ||
Property and Equipment, Net | Note 5. Property and Equipment, Net Property and equipment, at cost, consists of the following as of June June 30, December 31, Machinery and equipment $ 648 $ 649 Automobiles 50 50 Leasehold improvements 146 146 Computer and equipment 53 36 Furniture and fixtures 68 68 Software 10 3 Total property, and equipment 975 952 Less: accumulated depreciation and amortization (591 ) (495 ) Total property and equipment, net $ 384 $ 457 The aggregate depreciation and amortization related to property, and equipment was $96,000 and $92,000 for the six months ended June | Note 5. Property and Equipment, Net Property and equipment, at cost, consists of the following as of December December 31, 2020 2019 Machinery and equipment $ 649 $ 573 Automobiles 50 50 Leasehold improvements 146 146 Computer and equipment 36 33 Furniture and fixtures 68 68 Total property, and equipment 949 870 Less: accumulated depreciation and amortization (492 ) (309 ) Total property, and equipment, net $ 457 $ 561 The aggregate depreciation and amortization related to property, and equipment was $184,000 and $171,000 for the years ended December |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Cepton Technologies, Inc. [Member] | ||
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Line Items] | ||
Accrued Expenses and Other Current Liabilities | Note 6. Accrued Expenses and Other Current Liabilities Accrued expenses consisted of the following as of June June 30, December 31, 2020 Accrued expenses and taxes $ 2,367 $ 1,292 Accrued unvested option liability 152 151 Deferred revenue 2 44 Deferred rent 130 38 Warranty reserve 49 40 Total accrued expenses $ 2,700 $ 1,565 | Note 6. Accrued Expenses and Other Current Liabilities Accrued expenses consisted of the following as of December December 31, 2020 2019 Accrued expenses and taxes $ 1,292 $ 1,192 Accrued unvested option liability 151 — Deferred revenue 44 — Deferred rent 38 62 Warranty reserve 40 31 Total accrued expenses $ 1,565 $ 1,285 |
DEBT
DEBT | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Cepton Technologies, Inc. [Member] | ||
DEBT [Line Items] | ||
Debt | Note 7. Debt In August 2019, the Company entered into a loan and security agreement (“ Loan Agreement SVB In connection with the Loan Agreement, the Company issued detachable warrants to purchase an aggregate of 60,000 On April | Note 7. Debt In August 2019, the Company entered into a loan and security agreement (“Loan Agreement”) with Silicon Valley Bank (“SVB”) that allowed for borrowings of up to $5,000,000 under a term loan through July In connection with the Loan Agreement, the Company issued detachable warrants to purchase an aggregate of 60,000 On April of the loan may be forgiven if they are used towards qualifying expenses as described in the CARES Act. In the event that forgiveness is applied for, an adjustment will be necessary for tax purposes to disallow for any expenses the loan was used towards in the period in which forgiveness occurs. The Company plans to apply for forgiveness of the loan in 2021. |
CONVERTIBLE PREFERRED STOCK
CONVERTIBLE PREFERRED STOCK | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Cepton Technologies, Inc. [Member] | ||
CONVERTIBLE PREFERRED STOCK [Line Items] | ||
Convertible Preferred Stock | Note 8. Convertible Preferred Stock The par value for the Convertible Preferred Stock is $0.00001. The authorized, issued, and outstanding shares of Convertible Preferred Stock, and liquidation preferences as of June Issuance Date Shares Shares Original Issue Aggregate Liquidation Preference Series A July 6, 2016 8,000,000 8,000,000 $ 1.0000 $ 8,000,000 Series B July 13, 2018 4,069,600 4,069,600 6.2500 25,435,000 Series B-1 July 13, 2018 3,272,475 3,272,475 3.1250 10,226,484 Series C February 4, 2020 7,463,934 6,329,416 8.3736 52,999,998 22,806,009 21,671,491 $ 96,661,482 The rights, preferences, privileges, and restrictions for the holders of preferred stock are as follows: Dividends -cumulative -if Liquidation Thereafter, the remaining assets and surplus will be distributed ratably to the holders of Class F and common stock in proportion to the number of shares of common stock held, on an as -if Redemption Conversion -to-one Voting -converted -1 Protective Provisions -converted | Note 8. Convertible Preferred Stock The authorized, issued, and outstanding shares of Convertible Preferred Stock, and liquidation preferences as of December December 31, 2020 Issuance Date Shares Shares Original Issue Aggregate Series A July 6, 2016 8,000,000 8,000,000 $ 1.0000 $ 8,000,000 Series B July 13, 2018 4,069,600 4,069,600 6.2500 25,435,000 Series B-1 July 13, 2018 3,272,475 3,272,475 3.1250 10,226,484 Series C February 4, 2020 7,463,934 6,329,416 8.3736 52,999,998 22,806,009 21,671,491 $ 96,661,482 December 31, 2019 Issuance Date Shares Authorized Shares Original Issue Aggregate Series A July 6, 2016 8,000,000 8,000,000 $ 1.0000 $ 8,000,000 Series B July 13, 2018 5,600,000 4,069,600 6.2500 25,435,000 Series B-1 July 13, 2018 3,272,475 3,272,475 3.1250 10,226,484 16,872,475 15,342,075 $ 43,661,484 The rights, preferences, privileges, and restrictions for the holders of preferred stock are as follows: Dividends -cumulative -if Liquidation Thereafter, the remaining assets and surplus will be distributed ratably to the holders of Class F and common stock in proportion to the number of shares of common stock held, on an as -if Redemption Conversion -to-one Voting -converted -1 Protective Provisions -converted |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Cepton Technologies, Inc. [Member] | ||
STOCK-BASED COMPENSATION [Line Items] | ||
Stock-Based Compensation | Note 10. Stock-Based Compensation Equity Incentive Plans On July Under the Plan, the Board of Directors may grant incentive stock options (ISO), nonqualified stock options (NQSO), and stock appreciation rights (SAR). The Board of Directors may, in its discretion, designate any option or SAR as an “early exercise option” or “early exercise SAR”. If a shareholder elects to exercise all or a portion of any early exercise option or SAR before it is vested, the shares of common stock attributable to the unvested portion of the Option or SAR are considered restricted shares and recognized as a liability. Awards granted under the Plan may be outstanding for periods of up to 10 years following the grant date. Awards issued under the Plan must be priced at no less than 100% of the fair value of the shares on the date of the grant provided, however, that (i) the exercise price of an ISO will not be less than 100% of the fair value of the shares on the date of grant, and (ii) the exercise price of an ISO and NSO granted or the purchase price under the stock issuance program to a 10% stockholder will not be less than 110% of the fair value of the shares on the date of grant. Fair value is determined by the Board of Directors. Outstanding awards generally vest over four years. Certain nonemployee awards vest over two years. Award shares are subject to a right of first refusal with respect to any proposed transactions up through the time the Company’s common stock is registered under Section 12 of the 1934 Exchange Act. Restricted Common Stock Awards Unvested early exercise options or SARs are considered restricted shares and are subject to repurchase by the Company in the event the shareholders’ employment is terminated. The Company may, at its option, repurchase said shares at the lesser of (i) the price paid by the shareholder to exercise the award or (ii) the fair market value of the Company’s common stock determined on the date of the repurchase. During the vesting term, holders of restricted stock awards are deemed to be a common stock shareholder and have dividend and voting rights. The Company did not grant any early exercise options during the six months ended June Incentive Stock Options and Nonqualified Stock Options A summary of the Company’s employee and nonemployee stock option activity for the six months ended June Options Outstanding Shares Weighted Average Exercise Weighted Average Remaining Contract Term (in years) Aggregate Intrinsic Options outstanding as of December 31, 2020 5,221,283 $ 1.43 7.6 $ 8,550 Granted 2,214,670 11.48 Exercised (190,602 ) 1.36 Expired/Forfeited (170,083 ) 6.67 Options outstanding as of June 30, 2021 7,075,268 $ 4.45 7.9 $ 60,890 Exercisable, June 30, 2021 3,168,956 1.07 6.3 $ 37,994 Vested and expected to vest as of 7,075,268 $ 4.45 7.9 $ 60,890 During the six months ended June -average -date -based -average Stock-Based Compensation For the six months ended June -based Six Months Ended 2021 2020 Cost of revenue $ 20 $ 16 Research and development expense 1,386 232 Selling, general and administrative expense 671 140 Total stock-based compensation expense $ 2,077 $ 388 For the six months ended June -based | Note 10. Stock-Based Compensation Equity Incentive Plans On July Under the Plan, the Board of Directors may grant incentive stock options (ISO), nonqualified stock options (NQSO), and stock appreciation rights (SAR). The Board of Directors may, in its discretion, designate any option or SAR as an “early exercise option” or “early exercise SAR”. If a shareholder elects to exercise all or a portion of any early exercise option or SAR before it is vested, the shares of common stock attributable to the unvested portion of the Option or SAR are considered restricted shares and recognized as a liability. Awards granted under the Plan may be outstanding for periods of up to 10 years following the grant date. Awards issued under the Plan must be priced at no less than 100% of the fair value of the shares on the date of the grant provided, however, that (i) the exercise price of an ISO will not be less than 100% of the fair value of the shares on the date of grant, and (ii) the exercise price of an ISO and NSO granted or the purchase price under the stock issuance program to a 10% stockholder will not be less than 110% of the fair value of the shares on the date of grant. Fair value is determined by the Board of Directors. Outstanding awards generally vest over four years. Certain nonemployee awards vest over two years. Award shares are subject to a right of first refusal with respect to any proposed transactions up through the time the Company’s common stock is registered under Section 12 of the 1934 Exchange Act. Restricted Common Stock Awards Unvested early exercise options or SARs are considered restricted shares and are subject to repurchase by the Company in the event the shareholders’ employment is terminated. The Company may, at its option, repurchase said shares at the lesser of (i) the price paid by the shareholder to exercise the award or (ii) the fair market value of the Company’s common stock determined on the date of the repurchase. During the vesting term, holders of restricted stock awards are deemed to be a common stock shareholder and have dividend and voting rights. On August -term As of December Incentive Stock Options and Nonqualified Stock Options A summary of the Company’s employee and nonemployee stock option activity for the years ended December Options Outstanding Shares Weighted Weighted Aggregate Options outstanding as of December 31, 2018 4,231,042 $ 0.82 8.6 $ 5,844 Granted 1,442,000 1.97 Exercised (135,833 ) 0.23 Expired/Forfeited (512,294 ) 1.06 Options outstanding as of December 31, 2019 5,024,915 $ 1.14 8.2 $ 6,732 Granted 1,705,000 2.39 Exercised (305,091 ) 1.57 Expired/Forfeited (1,203,541 ) 1.53 Options outstanding as of December 31, 2020 5,221,283 $ 1.43 7.6 $ 8,550 Exercisable, December 31, 2020 2,768,000 0.75 6.5 $ 6,419 Vested and expected to vest as of December 31, 2020 5,221,283 $ 1.43 7.6 $ 8,550 During the years ended December -average -date -based -average Stock-Based Compensation The fair value of employee stock option grants is estimated by the Company on the date of grant using the Black -Scholes Year Ended December 31, 2020 2019 Expected life (years) 6 – 6.25 6.25 Risk-free interest rate 0.36 – 1.21% 1.63 – 2.34% Expected volatility 50 – 70% 50 – 57% Dividend yield — — Expected volatility is estimated based on historical volatilities of comparable public companies operating in the Company’s industry. The expected life of the options represents the period the options are expected to be outstanding and is estimated using the simplified method. The Company believes it is appropriate to use the simplified method in determining the expected life of options because the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term for options. The risk -free For the years ended December -based Year Ended December 31, 2020 2019 Cost of revenue $ 27 $ 22 Research and development expense 564 440 Selling, general and administrative expense 119 287 Total stock-based compensation expense $ 710 $ 749 For the year ended December -based -based |
WARRANTS
WARRANTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Cepton Technologies, Inc. [Member] | ||
WARRANTS [Line Items] | ||
Warrants | Note 11. Warrants Common Stock Warrants Issued with Borrowings In 2019, in connection with the Loan Agreement, the Company issued a warrant to purchase 30,000 The Company’s common stock warrants were recorded to additional paid -in -Scholes | Note 11. Warrants Common Stock Warrants Issued with Borrowings In 2019, in connection with the Loan Agreement, the Company issued a warrant to purchase 30,000 In connection with the Loan Agreement, the Company also agreed to issue a warrant to purchase an additional 30,000 The Company’s common stock warrants were recorded to additional paid -in -Scholes |
NET LOSS PER SHARE
NET LOSS PER SHARE | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Cepton Technologies, Inc. [Member] | ||
NET LOSS PER SHARE [Line Items] | ||
Net Loss Per Share | Note 15. Net Loss Per Share The Company follows the two -class -forfeitable -class -average -dilutive The following common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive: Six Months Ended 2021 2020 Stock options to purchase common stock 7,075,268 4,365,000 Unvested restricted stock 87,500 — Preferred shares on an as-converted basis 21,671,491 21,671,491 Class F shares an as-converted basis 8,372,143 8,372,143 Shares issuable upon exercise of warrants 60,000 60,000 Total 37,266,402 34,468,634 | Note 15. Net Loss Per Share The Company follows the two -class -forfeitable -class -average -dilutive The following common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive: Year Ended December 31, 2020 2019 Stock options to purchase common stock 5,221,283 5,024,915 Unvested restricted stock 125,000 — Preferred shares on an as-converted basis 21,671,491 15,342,075 Class F shares an as-converted basis 8,372,143 8,402,000 Shares issuable upon exercise of warrants 60,000 60,000 Total 35,449,917 28,828,990 |
SEGMENTS
SEGMENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Cepton Technologies, Inc. [Member] | ||
SEGMENTS [Line Items] | ||
Segments | Note 16. Segments The Company conducts its business in one operating segment that develops and produces LiDAR sensors for use in automotive and smart infrastructure industries. The Company’s Chief Executive Officer is the chief operating decision maker (CODM). The CODM allocates resources and makes operating decisions based on financial information presented on a consolidated basis, accompanied by disaggregated information about sales and gross margin by product group. The profitability of the Company’s product group is not a determining factor in allocating resources and the CODM does not evaluate profitability below the level of the consolidated company. | Note 16. Segments The Company conducts its business in one operating segment that develops and produces LiDAR sensors for use in industrial, 3D mapping, and auto applications. The Company’s Chief Executive Officer is the chief operating decision maker (CODM). The CODM allocates resources and makes operating decisions based on financial information presented on a consolidated basis, accompanied by disaggregated information about sales and gross margin by product group. The profitability of the Company’s product group is not a determining factor in allocating resources and the CODM does not evaluate profitability below the level of the consolidated company. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies, by Policy (Policies) [Line Items] | ||||
Basis of Presentation and Principles of Consolidation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10 -Q -X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual report on Form 10 -K | Basis of Presentation The accompanying financial statement of the Company is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). | ||
Emerging Growth Company | Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging This may make comparison of the Company’s condensed financial statements with another public company, which is neither an emerging growth company nor an emerging growth company, and which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company, and which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. | ||
Cash Equivalents and Short-Term Investments | Cash and Cash Equivalents The Company considers all short -term | Cash and Cash Equivalents The Company considers all short -term | ||
Investment Held in Trust Account | Investment Held in Trust Account At June As of June | Investment Held in Trust Account At March -to-maturity -to-maturity -to-maturity As of March -term -term Carrying Cost Amortization of Bond Discount Gross Unrealized Gain Fair Value as of March 31, U.S. Money Market Mutual Funds $ 86,251,323 $ — $ — $ 86,251,323 U.S. Treasury Bills 86,253,272 4,167 1,898 86,255,170 $ 172,504,595 $ 4,167 $ 1,898 $ 172,506,493 A decline in the market value of held -to-maturity -end Premiums and discounts are amortized or accreted over the life of the related held -to-maturity -interest | ||
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity”. Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. | Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity”. Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. | ||
Use of Estimates | Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | ||
Concentration of Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | ||
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short term nature. | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short term nature. | ||
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | ||
Warrant Liability | Warrant Liability The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re -valued -current -cash The Company accounts for the warrants issued in connection with the IPO in accordance with the guidance contained in ASC 815 -40 -measurement -measurement | Warrant Liability The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re -valued -current -cash The Company accounts for the warrants issued in connection with the IPO in accordance with the guidance contained in ASC 815 -40 -measurement -measurement | ||
Net Income Per Share | Net Income Per Share Net income per share is computed by dividing net income by the weighted average number of common stock outstanding during the period. The Company applies the two -class redeemed, only participate in their pro rata share of the Trust Account earnings. The calculation of diluted income per common stock does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over -allotment -dilutive The Company’s statement of operations includes a presentation of income per Class A common stock subject to possible redemption in a manner similar to the two -class -redeemable -redeemable -redeemable For the Three Months 2021 2020 Redeemable Common Stock Numerator: Earnings allocable to Redeemable Common Stock Interest earned on marketable securities held in trust $ 6,225 $ — Less: interest available to be withdrawn for payment of taxes (6,225 ) — Net income allocable to shares subject to possible redemption $ — $ — Denominator: Weighted Average Redeemable Common Stock — Redeemable Common Stock outstanding, Basic and Diluted 16,115,493 Basic and Diluted net income per Redeemable Common Share $ — $ — Non-Redeemable Common Stock Numerator: Net Loss less Redeemable Net Earnings Net Loss $ (1,525,461 ) $ — Redeemable Net Income $ (6,225 ) $ — Non-Redeemable Net Loss $ (1,531,686 ) $ — Denominator: Weighted Average Non-Redeemable Common Stock Non-Redeemable Common Stock outstanding, Basic and Diluted 5,447,007 3,750,000 Basic and Diluted net income per Non-Redeemable Common Share $ (0.28 ) $ — | Net Income Per Share Net income per share is computed by dividing net income by the weighted average number of common stock outstanding during the period. The Company applies the two -class -allotment -dilutive The Company’s statement of operations includes a presentation of income per Class A common stock subject to possible redemption in a manner similar to the two -class -redeemable calculated by dividing the net income, adjusted for income attributable to redeemable Class B common stock, by the weighted average number of non -redeemable -redeemable For the year ended March 31, 2021 Redeemable Common Stock Numerator: Earnings allocable to Redeemable Common Stock Interest earned on marketable securities held in trust $ 5,514 Less: interest available to be withdrawn for payment of taxes (5,514 ) Net income allocable to shares subject to possible redemption $ — Denominator: Weighted Average Redeemable Common Stock Redeemable Common Stock outstanding, Basic and Diluted 2,360,836 Basic and Diluted net income per Redeemable Common Share $ 0.00 Non-Redeemable Common Stock Numerator: Net Income minus Redeemable Net Earnings Net Income $ 8,261,624 Redeemable Net Income $ (5,514 ) Non-Redeemable Net Income $ 8,256,110 Denominator: Weighted Average Non-Redeemable Common Stock Non-Redeemable Common Stock outstanding, Basic and Diluted 4,645,499 Basic and Diluted net income per Non-Redeemable Common Share $ 1.78 | ||
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the period from June | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March | ||
Recently Issued Accounting Pronouncements | Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. | Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | ||
Cepton Technologies, Inc. [Member] | ||||
Accounting Policies, by Policy (Policies) [Line Items] | ||||
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of our wholly owned subsidiaries in Canada, Germany, and the United Kingdom. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company, the accompanying unaudited condensed financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the interim periods presented. These unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes for 2020. The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of June -term -time -time The Company is subject to risks and uncertainties frequently encountered by early -stage To date, the Company has been funded primarily by equity financings, convertible promissory notes and other borrowings. Failure to generate sufficient revenues, achieve planned gross margins and operating profitability, control operating costs, or secure additional funding may require the Company to modify, delay, or abandon some of its planned future expansion or development, or to otherwise enact operating cost reductions available to management, which could have a material adverse effect on the Company’s business, operating results, financial condition, and ability to achieve its intended business objectives. Based on its recurring losses from operations and negative cash flows from operating activities incurred since inception, the expectation of continuing operating losses in the future, and the need to raise additional capital to finance its future operations, as of the issuance date of the condensed consolidated financial statements as of and for the six months ended June The Company intends to obtain financing through the execution of a merger transaction with Growth Capital Acquisition Corp. (see Note 17 for subsequent event disclosure). In addition, the Company has strong relationships with capital resource providers such as banks and strategic and financial investors to execute debt borrowing and/or equity financing, if necessary. These plans are intended to mitigate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern; however, as the plans are not entirely within the Company’s control, management cannot provide assurance that they will be effectively implemented. | Basis of Presentation and Principles of Consolidation The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of our wholly owned subsidiaries in Canada, Germany, and the United Kingdom. All intercompany balances and transactions have been eliminated in consolidation. | ||
Cash Equivalents and Short-Term Investments | Cash Equivalents and Short-Term Investments The Company considers all highly liquid investments with original maturity of three months or less at the date of purchase to be cash equivalents. The Company’s short -term -for-sale | |||
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include, but are not limited to, estimating the stand -alone -based | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include, but are not limited to, estimating the stand -alone -based | ||
Concentration of Risk | Concentration of Risk Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short -term -term -term Customers that accounted for 10% or greater of accounts receivable, net as of June June 30, December 31, Customer A 14% 15% Customer B —% 39% Customer C —% 10% Customer D 12% 13% Customer E 64% —% Customers with revenue equal to or greater than 10% of total revenue for the periods indicated were as follows: Six Months Ended June 30, Six Months Customer A 58% 12% Customer B —% 31% Customer C —% 11% Customer D —% 11% | Concentration of Risk Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short -term -term -term Customers that accounted for 10% or greater of accounts receivable, net as of December December 31, 2020 2019 Customer A 15 % — % Customer B 39 % 56 % Customer C 10 % — % Customer D 13 % — % Customers with revenue equal to or greater than 10% of total revenue for the periods indicated were as follows: Year Ended December 31, 2020 2019 Customer A 23 % — % Customer B 16 % 40 % Customer C 11 % — % Customer D — % 10 % Customer E — % 13 % | ||
Fair Value Measurements | Fair Value Measurements The Company determines the fair value of an asset or liability based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction between market participants at the measurement date. The identification of market participant assumptions provides a basis for determining what inputs are to be used for pricing each asset or liability. A fair value hierarchy has been established which gives precedence to fair value measurements calculated using observable inputs over those using unobservable inputs. This hierarchy prioritized the inputs into three broad levels as follows: Level 1: Quoted prices in active markets for identical instruments Level 2: Other significant observable inputs (including quoted prices in active markets for similar instruments) Level 3: Significant unobservable inputs (including assumptions in determining the fair value of certain investments) Money market funds are highly liquid investments and are actively traded. The pricing information for the Company’s money market funds are readily available and can be independently validated as of the measurement date. This approach results in the classification of these securities as Level 1 of the fair value hierarchy. The Company’s short -term -backed -term -term | |||
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are recorded based on the estimated future tax effects of differences between the financial statement and income tax basis of existing assets and liabilities. Deferred income tax assets and liabilities are recorded net and classified as non -current | |||
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016 -02 Leases (Topic 842) -of-use -10 -05 -year -02 In June 2016, the FASB issued ASU 2016 -13 Measurement of Credit Losses on Financial Instruments CECL In December 2019, the FASB issued ASU 2019 -12 Income Taxes: Simplifying the Accounting for Income Taxes -12 In August 2020, the FASB issued ASU 2020 -06 Debt — Debt with Conversion and Other Options (Subtopic 470 -20 ) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815 -40 ): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity -06 | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016 -02 Leases (Topic 842) -of-use -10 -05 -year -02 In June 2016, the FASB issued ASU 2016 -13 Measurement of Credit Losses on Financial Instruments In December 2019, the FASB issued ASU 2019 -12 Income Taxes: Simplifying the Accounting for Income Taxes -12 In August 2020, the FASB issued ASU 2020 -06 Debt — Debt with Conversion and Other Options (Subtopic 470 -20 ) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815 -40 ): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity -06 | ||
Product Warranties | Product Warranties The Company typically provides a one -year Changes in our accrued warranty liability, which is included as a component of accrued expenses and other current liabilities, for the six months ended June Six Months Ended June 30, 2021 Year Ended December 31, 2020 Beginning balance $ 40 $ 31 Warranty provision 33 90 Consumption (24 ) (81 ) Ending balance 49 $ 40 | Product Warranties The Company typically provides a one -year Changes in our accrued warranty liability, which is included as a component of accrued expenses and other current liabilities, for the year ended December Year Ended December 31, 2020 2019 Balance as of the beginning of year $ 31 $ 20 Warranty provision 90 185 Consumption (81 ) (174 ) Balance as of the end of the year $ 40 $ 31 | ||
Significant Accounting Policies | Significant Accounting Policies There have been no significant changes to the accounting policies during the six months ended June 3 | |||
Supplier Concentrations | Supplier Concentrations The Company relies on third parties for the supply and manufacture of its products, as well as third -party For the fiscal year ended December | |||
Accounts Receivable | Accounts Receivable Trade accounts receivable are recorded at the invoiced amount, net of any allowance for doubtful accounts, and do not bear interest. Allowances on accounts receivable are recorded when circumstances indicate collection is doubtful for a particular accounts receivable balance. Receivables are written off if reasonable collection efforts prove unsuccessful. The Company provides for allowances on a specific account basis. As of December | |||
Inventories | Inventories Inventories are stated at the lower of cost or estimated net realizable value. Costs are computed under the standard cost method, which approximates actual costs determined on the first -in -out -downs | |||
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. The Company depreciates property and equipment using the straight -line and amortization are removed from the balance sheet and the resulting gain or loss is reflected in operations in the period realized. Improvements are capitalized and amortized over the remaining term of the estimated useful life of the asset. Maintenance and repairs are charged to operations as incurred. | |||
Foreign Currency | Foreign Currency The functional currency of the Company’s foreign subsidiaries in Canada and Germany is the respective local currency whereas the functional currency of the foreign subsidiary in the United Kingdom is the U.S. dollar. For the Canadian and German entities, assets and liabilities are translated into U.S. dollars at the local current exchange rates in effect at the balance sheet date, and income and expense accounts are translated at the average exchange rates during the period. The resulting translation adjustments are included in accumulated other comprehensive income. Foreign currency translation adjustments were insignificant for the years ended December | |||
Convertible Preferred Stock | Convertible Preferred Stock The Company records all shares of convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs, if applicable. The convertible preferred stock is recorded outside of permanent stockholders’ deficit because while it is not mandatorily redeemable, it is contingently redeemable into cash upon the occurrence of an event not solely within the Company’s control. When it is probable that a convertible preferred share will become redeemable, adjustments are recorded to adjust the carrying values. No adjustments have been recorded in 2020 or 2019. Refer to Footnote 8 for more information on the rights, preferences, privileges, and restrictions associated with the convertible preferred stock. | |||
Revenue Recognition | Revenue Recognition The Company recognizes revenue from contracts with its customers. A contract with a customer exists when both parties have approved the contract and are committed to perform their respective obligations, each party’s rights can be identified, payment terms can be identified, the contract has commercial substance, and it is probable that the Company will collect substantially all of the consideration it is entitled to. Revenue is recognized when, or as, performance obligations are satisfied by transferring control of a promised product or service to a customer. The Company’s revenue is primarily derived from product sales of LiDAR sensors to direct customers. Revenue is recognized at a point in time when control of the products is transferred to the customer, generally occurring upon shipment in accordance with the terms of the related contract. Amounts billed to customers for shipping and handling are included in the transaction price and are not treated as separate performance obligations as these costs fulfill a promise to transfer the product to the customer. Shipping and handling costs paid by the Company are included in cost of revenue. Taxes collected from customers and remitted to governmental authorities are excluded from revenue on the net basis of accounting. When a contract involves multiple promises, the Company accounts for individual performance obligations if the customer can benefit from each promise on its own or with other resources that are readily available to the customer and each promise is separately identifiable from other promises in the arrangement. In these situations, the arrangement consideration is allocated between the separate performance obligations in proportion to their estimated standalone selling price. The standalone selling price reflects the price the Company would charge for a specific product if it were sold separately in similar circumstances and to similar customers. If the selling price is not directly observable, the Company may estimate the stand -alone Other Policies, Judgments and Practical Expedients Costs to obtain a contract The Company generally expenses the incremental costs of obtaining a contract when incurred because the amortization period for these costs would be less than one year. These costs primarily relate to sales commissions and are recognized upon receiving customer payment, at the time of the customer order, or at the time of product shipment. Commission expense was $31,000 and $26,000 in 2020 and 2019, respectively and was recorded in selling, general and administrative expense in the Company’s consolidated statements of operations. Contract balances The timing of revenue recognition, billings, and cash collections generally results in accounts receivable recognized on the balance sheet. However, the Company may recognize contract liabilities when consideration is received from a customer prior to transferring goods or services to the customer. Contract liabilities are recognized as revenue after control of the products or services is transferred to the customer and all revenue recognition criteria have been met. Customer deposits The Company may recognize customer deposit liabilities when consideration is received from a customer prior to entering into a contract. Customer deposit liabilities are recognized as revenue when a contract with enforceable rights and obligations exists and all revenue recognition criteria have been met. Right of return The Company’s general terms and conditions for its contracts do not contain a right of return that allows the customer to return products and receive a credit. Therefore, the Company does not estimate returns and generally recognizes revenue at contract price upon shipment. Significant financing components The Company may receive payment from a customer either before or after the performance obligation has been satisfied. The expected timing difference between the payment and satisfaction of performance obligations for the vast majority of the Company’s contracts is one year or less; therefore, the Company applies a practical expedient and does not consider the effects of the time value of money. The Company’s contracts with customer prepayment terms do not include a significant financing component because the primary purpose is not to receive financing from the customers. | |||
Cost of Revenue | Cost of Revenue Cost of revenue includes the manufacturing cost of LiDAR sensors, which primarily consists of personnel -related -party | |||
Research and Development | Research and Development Research and development expenses consist primarily of personnel -related -party | |||
Advertising | Advertising Advertising costs are expensed as incurred and were $197,000 and $610,000 for the years ended December | |||
Stock-Based Compensation Expense | Stock-Based Compensation Expense The Company grants stock options to employees and non -employees Stock Compensation -Scholes -price -free -party | |||
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long -lived -lived -lived -party | |||
Commitments and Contingencies | Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount within a range of loss can be reasonably estimated. When no amount within the range is a better estimate than any other amount, the Company accrues for the minimum amount within the range. Legal costs incurred in connection with loss contingencies are expensed as incurred. No liabilities for loss contingencies were accrued as of December | |||
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. (“ASU”) 2014 -09 Revenue from Contracts with Customers (Topic 606) -05 -year companies that have not yet issued their financial statements reflecting the adoption of Topic 606. Early adoption is permitted. The Company has adopted this standard beginning on January In August 2016, the FASB issued ASU 2016 -15 Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In November 2016, the FASB issued ASU 2016 -18 Statement of Cash Flows (Topic 230) — Restricted Cash In July 2017, the FASB issued ASU No. 2017 -11 Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815) I. Accounting for Certain Financial Instruments with Down Round Features II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception -round In June 2018, the FASB issued ASU No. 2018 -07 Compensation -Stock Compensation (Topic 718): Improvements to Nonemployee Share -Based Payment Accounting -08 Compensation — Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Codification Improvements — Share -Based Consideration Payable to a Customer -07 -based -07 -based -date In August 2018, the FASB issued ASU No. 2018 -13 Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement update is effective for financial statements issued for fiscal years and interim periods beginning after December |
REVISION OF PREVIOUSLY ISSUED_2
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Mar. 31, 2021 | |
Condensed Financial Information Disclosure [Abstract] | ||
Schedule of revision of balance sheet | As Reported Adjustment As Adjusted Audited Balance Sheet as of March 31, 2021 Additional paid in capital $ (3,115,509 ) $ 3,115,509 $ — Retained earnings $ 8,114,967 $ (3,115,509 ) $ 4,999,458 Total shareholders’ equity $ 5,000,002 $ — $ 5,000,002 Audited Statement of Changes in Shareholders’ Equity Additional paid-in capital $ (3,115,509 ) $ 3,115,509 $ — Retained earnings $ 8,114,967 $ (3,115,509 ) $ 4,999,458 Total shareholders’ equity $ 5,000,002 $ — $ 5,000,002 | As Previously Reported Adjustment As Revised Balance Sheet at February 2, 2021 Warrant Liability $ — $ 17,077,500 $ 17,077,500 Total Liabilities 214,710 17,077,500 17,077,500 Common stock subject to possible redemption 168,253,860 (17,077,500 ) 151,176,360 Class A common stock 42 171 213 Additional paid-in capital 6,925,294 1,586,454 5,338,840 Accumulated deficit $ (1,925,928 ) $ (1,586,625 ) $ (339,303 ) |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Mar. 31, 2021 | |
Accounting Policies [Abstract] | ||
Schedule of basic and diluted net income per common share | For the Three Months 2021 2020 Redeemable Common Stock Numerator: Earnings allocable to Redeemable Common Stock Interest earned on marketable securities held in trust $ 6,225 $ — Less: interest available to be withdrawn for payment of taxes (6,225 ) — Net income allocable to shares subject to possible redemption $ — $ — Denominator: Weighted Average Redeemable Common Stock — Redeemable Common Stock outstanding, Basic and Diluted 16,115,493 Basic and Diluted net income per Redeemable Common Share $ — $ — Non-Redeemable Common Stock Numerator: Net Loss less Redeemable Net Earnings Net Loss $ (1,525,461 ) $ — Redeemable Net Income $ (6,225 ) $ — Non-Redeemable Net Loss $ (1,531,686 ) $ — Denominator: Weighted Average Non-Redeemable Common Stock Non-Redeemable Common Stock outstanding, Basic and Diluted 5,447,007 3,750,000 Basic and Diluted net income per Non-Redeemable Common Share $ (0.28 ) $ — | For the year ended March 31, 2021 Redeemable Common Stock Numerator: Earnings allocable to Redeemable Common Stock Interest earned on marketable securities held in trust $ 5,514 Less: interest available to be withdrawn for payment of taxes (5,514 ) Net income allocable to shares subject to possible redemption $ — Denominator: Weighted Average Redeemable Common Stock Redeemable Common Stock outstanding, Basic and Diluted 2,360,836 Basic and Diluted net income per Redeemable Common Share $ 0.00 Non-Redeemable Common Stock Numerator: Net Income minus Redeemable Net Earnings Net Income $ 8,261,624 Redeemable Net Income $ (5,514 ) Non-Redeemable Net Income $ 8,256,110 Denominator: Weighted Average Non-Redeemable Common Stock Non-Redeemable Common Stock outstanding, Basic and Diluted 4,645,499 Basic and Diluted net income per Non-Redeemable Common Share $ 1.78 |
Schedule of Held to Maturity securities | Carrying Cost Amortization of Bond Discount Gross Unrealized Gain Fair Value as of March 31, U.S. Money Market Mutual Funds $ 86,251,323 $ — $ — $ 86,251,323 U.S. Treasury Bills 86,253,272 4,167 1,898 86,255,170 $ 172,504,595 $ 4,167 $ 1,898 $ 172,506,493 |
RECURRING FAIR VALUE MEASUREM_2
RECURRING FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
RECURRING FAIR VALUE MEASUREMENTS (Tables) [Line Items] | ||||
Schedule of assets and liabilities that were measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques | Level 1 Level 2 Level 3 Assets: Investments held in Trust Account-Money Market Mutual Funds 172,511,739 — — Liabilities Warrant Liability – Public Warrants $ 5,347,500 $ — $ — Warrant Liability – Private Warrants — — 3,260,250 $ 5,347,500 $ — $ 3,260,250 | March 31, (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account-Money Market Mutual Funds 86,251,323 86,251,323 Cash and Investments held in Trust Account-Treasury Bills 86,255,170 86,255,170 172,506,493 172,506,493 Liabilities Warrant Liability – Public Warrants $ 4,398,750 $ 4,398,750 $ — $ — Warrant Liability – Private Warrants 2,742,750 — — 2,742,750 $ 7,141,500 $ 4,398,750 $ $ 2,742,750 | ||
Schedule of key inputs used in the black scholes option pricing model for the private warrants | Input June 30, Risk-free interest rate 1.0 % Expected term (years) 5.36 Expected volatility 11.9 % Stock Price $ 9.70 Exercise price $ 11.50 Dividend yield — % | Input March 31, 2021 Risk-free interest rate 1.2 % Expected term (years) 5.58 Expected volatility 10.0 % Stock Price $ 9.70 Exercise price $ 11.50 Dividend yield 0.0 % | ||
Schedule of of the changes in the fair value of the Level 3 assets and liabilities measured at fair value | Private Warrants Fair value as of March 31, 2021 $ 2,742,750 Change in fair value 517,500 Fair value as of June 30, 2021 $ 3,260,250 | Warrant Private Public Fair value as of April 1, 2020 $ — $ — $ — Initial fair value of warrant liability upon issuance at IPO on February 2, 2021 17,077,500 6,468,750 10,608,750 Public warrants reclassified to level 1 — — (4,398,750 ) Change in fair value (9,936,000 ) (3,726,000 ) (6,210,000 ) Fair value as of March 31, 2021 $ 7,141,500 $ 2,742,750 $ — | ||
Cepton Technologies, Inc. [Member] | ||||
RECURRING FAIR VALUE MEASUREMENTS (Tables) [Line Items] | ||||
Schedule of assets measured at fair value on a recurring basis | June 30, 2021 Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 9,275 $ — $ — $ 9,275 Total cash equivalents $ 9,275 — — $ 9,275 Short-term investments: Commercial Paper — 5,595 — 5,595 Corporate debt securities — 6,343 — 6,343 Asset-backed Securities — 1,103 — 1,103 Total short-term investments — 13,041 — 13,041 Total assets measured at fair value $ 9,275 $ 13,041 $ — $ 22,316 December 31, 2020 Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 7,192 $ — $ — $ 7,192 Total cash equivalents $ 7,192 — — $ 7,192 Short-term investments: Commercial Paper — 14,587 — 14,587 Corporate debt securities — 13,810 — 13,810 Asset-backed Securities — 3,661 — 3,661 Total short-term investments — 32,058 — 32,058 Total assets measured at fair value $ 7,192 $ 32,058 $ — $ 39,250 | December 31, 2020 Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 7,192 $ — $ — $ 7,192 Total cash equivalents 7,192 — — 7,192 Short-term investments: Commercial Paper — 14,587 — 14,587 Corporate debt securities — 13,810 — 13,810 Asset-backed Securities — 3,661 — 3,661 Total short-term investments — 32,058 — 32,058 Total assets measured at fair value $ 7,192 $ 32,058 $ — $ 39,250 |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
INCOME TAX (Tables) [Line Items] | ||
Schedule of components of income tax provision | March 31, 2021 March 31, 2020 Federal Current $ — Deferred (18,428 ) (2,033 ) State Current — 32 Deferred — Change in valuation allowance 18,428 2,033 Income tax provision $ — 32 | |
Schedule of Company's net deferred tax assets | March 31, 2021 March 31, 2020 Deferred tax asset Net operating loss carryforwards 57,578 39,150 Total deferred tax asset 57,578 39,150 Valuation allowance (57,578 ) (39,150 ) Deferred tax asset, net of allowance $ — | |
Schedule of reconciliation of the federal income tax rate to the Company’s effective tax rate | Statutory federal income tax rate 21.0 % 21.0 % State tax provision net of federal benefit (0.0 ) (0.3 ) Change in FV of warrant liability (21.9 ) Transaction costs associated with the issuance of warrants 0.7 Change in valuation allowance 0.2 (21.0 ) Income tax provision — % (0.3 )% | |
Cepton Technologies, Inc. [Member] | ||
INCOME TAX (Tables) [Line Items] | ||
Schedule of components of income tax provision | Year Ended December 31, 2020 2019 Current: Federal $ — $ — State 1 1 Foreign 16 16 Total Current 17 17 Deferred: Federal — — State — — Foreign 9 (10 ) Total Deferred 9 (10 ) Provision for (benefit from) income taxes $ 26 $ 7 | |
Schedule of Company's net deferred tax assets | December 31, 2020 2019 Deferred tax assets: Accruals and reserves $ 30 $ 21 Stock-based compensation 55 22 Net operating loss carryforward 13,945 8,700 Research and development credits 1,833 1,334 Valuation allowance (15,818 ) (10,047 ) Total deferred tax assets 45 30 Deferred tax liabilities: Depreciation and amortization (45 ) (20 ) Total deferred tax liabilities (45 ) (20 ) Net deferred tax assets (liabilities) $ — $ 10 | |
Schedule of reconciliation of the federal income tax rate to the Company’s effective tax rate | Year Ended December 31, 2020 2019 U.S. federal provision (benefit) at statutory rate 21.0 % 21.0 % State income taxes, net of federal benefit (0.01 ) (0.01 ) Foreign income taxes at rates other than the U.S. rate (0.03 ) 0.09 Other permanent items (0.09 ) (0.25 ) Stock-based compensation (0.32 ) (0.45 ) Research and development credits 1.93 0.65 Unrecognized tax benefits (0.77 ) (0.80 ) Global intangible low-taxed income (0.03 ) (0.09 ) Change in valuation allowance (21.97 ) (18.59 ) Payroll tax credit adjustments 0.16 0.19 Disallowed favorable transfer pricing adjustment — (1.78 ) Effective tax rate (0.13 )% (0.04 )% | |
Schedule of income (loss) before income taxes | Year Ended December 31, 2020 2019 Domestic $ (19,694 ) $ (16,852 ) Foreign 86 102 Income (loss) before income taxes $ (19,608 ) $ (16,750 ) | |
Schedule of unrecognized tax benefits | Year Ended December 31, 2020 2019 Unrecognized tax benefits as of the beginning of the year $ 1,090 $ — Increases related to prior year tax provisions — 910 Increase related to current year tax provisions 381 180 Unrecognized tax benefits as of the end of the year $ 1,471 $ 1,090 |
DESCRIPTION OF BUSINESS AND S_2
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) - Cepton Technologies, Inc. [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) [Line Items] | ||
Schedule of accounts receivable, net | June 30, December 31, Customer A 14% 15% Customer B —% 39% Customer C —% 10% Customer D 12% 13% Customer E 64% —% | December 31, 2020 2019 Customer A 15 % — % Customer B 39 % 56 % Customer C 10 % — % Customer D 13 % — % |
Schedule of total revenue | Six Months Ended June 30, Six Months Customer A 58% 12% Customer B —% 31% Customer C —% 11% Customer D —% 11% | Year Ended December 31, 2020 2019 Customer A 23 % — % Customer B 16 % 40 % Customer C 11 % — % Customer D — % 10 % Customer E — % 13 % |
Schedule of accrued warranty liability, which is included as a component of accrued expenses and other current liabilities | Six Months Ended June 30, 2021 Year Ended December 31, 2020 Beginning balance $ 40 $ 31 Warranty provision 33 90 Consumption (24 ) (81 ) Ending balance 49 $ 40 | Year Ended December 31, 2020 2019 Balance as of the beginning of year $ 31 $ 20 Warranty provision 90 185 Consumption (81 ) (174 ) Balance as of the end of the year $ 40 $ 31 |
REVENUE (Tables)
REVENUE (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Cepton Technologies, Inc. [Member] | ||
REVENUE (Tables) [Line Items] | ||
Schedule of total revenue disaggregated by geographic region | Six Months Ended June 30, 2021 2020 Revenue % of Revenue Revenue % of Revenue Revenue by geography: North America $ 252 19 % $ 347 43 % Asia Pacific 875 66 % 435 54 % Other 206 15 % 28 3 % Total $ 1,333 100 % $ 810 100 % | Year Ended December 31, 2020 2019 Revenue % of Revenue Revenue % of Revenue Revenue by geography: North America $ 721 36 % $ 1,579 38 % Asia Pacific 1,011 50 % 2,277 55 % Other 274 14 % 276 7 % Total $ 2,006 100 % $ 4,132 100 % |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Cepton Technologies, Inc. [Member] | ||
INVENTORIES (Tables) [Line Items] | ||
Schedule of inventories | June 30, December 31, 2020 Raw materials $ 992 $ 1,015 Work-in-process 605 867 Finished goods 1,410 1,512 Total inventories $ 3,007 $ 3,394 | December 31, 2020 2019 Raw materials $ 1,015 $ 673 Work-in-process 867 429 Finished goods 1,512 1,306 Total inventories $ 3,394 $ 2,408 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Cepton Technologies, Inc. [Member] | ||
PROPERTY AND EQUIPMENT, NET (Tables) [Line Items] | ||
Schedule of property and equipment | June 30, December 31, Machinery and equipment $ 648 $ 649 Automobiles 50 50 Leasehold improvements 146 146 Computer and equipment 53 36 Furniture and fixtures 68 68 Software 10 3 Total property, and equipment 975 952 Less: accumulated depreciation and amortization (591 ) (495 ) Total property and equipment, net $ 384 $ 457 | December 31, 2020 2019 Machinery and equipment $ 649 $ 573 Automobiles 50 50 Leasehold improvements 146 146 Computer and equipment 36 33 Furniture and fixtures 68 68 Total property, and equipment 949 870 Less: accumulated depreciation and amortization (492 ) (309 ) Total property, and equipment, net $ 457 $ 561 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Cepton Technologies, Inc. [Member] | ||
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) [Line Items] | ||
Schedule of accrued expenses | June 30, December 31, 2020 Accrued expenses and taxes $ 2,367 $ 1,292 Accrued unvested option liability 152 151 Deferred revenue 2 44 Deferred rent 130 38 Warranty reserve 49 40 Total accrued expenses $ 2,700 $ 1,565 | December 31, 2020 2019 Accrued expenses and taxes $ 1,292 $ 1,192 Accrued unvested option liability 151 — Deferred revenue 44 — Deferred rent 38 62 Warranty reserve 40 31 Total accrued expenses $ 1,565 $ 1,285 |
CONVERTIBLE PREFERRED STOCK (Ta
CONVERTIBLE PREFERRED STOCK (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Cepton Technologies, Inc. [Member] | ||
CONVERTIBLE PREFERRED STOCK (Tables) [Line Items] | ||
Schedule of convertible preferred stock | Issuance Date Shares Shares Original Issue Aggregate Liquidation Preference Series A July 6, 2016 8,000,000 8,000,000 $ 1.0000 $ 8,000,000 Series B July 13, 2018 4,069,600 4,069,600 6.2500 25,435,000 Series B-1 July 13, 2018 3,272,475 3,272,475 3.1250 10,226,484 Series C February 4, 2020 7,463,934 6,329,416 8.3736 52,999,998 22,806,009 21,671,491 $ 96,661,482 | December 31, 2020 Issuance Date Shares Shares Original Issue Aggregate Series A July 6, 2016 8,000,000 8,000,000 $ 1.0000 $ 8,000,000 Series B July 13, 2018 4,069,600 4,069,600 6.2500 25,435,000 Series B-1 July 13, 2018 3,272,475 3,272,475 3.1250 10,226,484 Series C February 4, 2020 7,463,934 6,329,416 8.3736 52,999,998 22,806,009 21,671,491 $ 96,661,482 December 31, 2019 Issuance Date Shares Authorized Shares Original Issue Aggregate Series A July 6, 2016 8,000,000 8,000,000 $ 1.0000 $ 8,000,000 Series B July 13, 2018 5,600,000 4,069,600 6.2500 25,435,000 Series B-1 July 13, 2018 3,272,475 3,272,475 3.1250 10,226,484 16,872,475 15,342,075 $ 43,661,484 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) - Cepton Technologies, Inc. [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
STOCK-BASED COMPENSATION (Tables) [Line Items] | ||
Schedule of employee and nonemployee stock option activity | Options Outstanding Shares Weighted Average Exercise Weighted Average Remaining Contract Term (in years) Aggregate Intrinsic Options outstanding as of December 31, 2020 5,221,283 $ 1.43 7.6 $ 8,550 Granted 2,214,670 11.48 Exercised (190,602 ) 1.36 Expired/Forfeited (170,083 ) 6.67 Options outstanding as of June 30, 2021 7,075,268 $ 4.45 7.9 $ 60,890 Exercisable, June 30, 2021 3,168,956 1.07 6.3 $ 37,994 Vested and expected to vest as of 7,075,268 $ 4.45 7.9 $ 60,890 | Options Outstanding Shares Weighted Weighted Aggregate Options outstanding as of December 31, 2018 4,231,042 $ 0.82 8.6 $ 5,844 Granted 1,442,000 1.97 Exercised (135,833 ) 0.23 Expired/Forfeited (512,294 ) 1.06 Options outstanding as of December 31, 2019 5,024,915 $ 1.14 8.2 $ 6,732 Granted 1,705,000 2.39 Exercised (305,091 ) 1.57 Expired/Forfeited (1,203,541 ) 1.53 Options outstanding as of December 31, 2020 5,221,283 $ 1.43 7.6 $ 8,550 Exercisable, December 31, 2020 2,768,000 0.75 6.5 $ 6,419 Vested and expected to vest as of December 31, 2020 5,221,283 $ 1.43 7.6 $ 8,550 |
Schedule of stock-based compensation expense related to options granted to employees and nonemployees | Six Months Ended 2021 2020 Cost of revenue $ 20 $ 16 Research and development expense 1,386 232 Selling, general and administrative expense 671 140 Total stock-based compensation expense $ 2,077 $ 388 | |
Schedule of fair value of employee stock options using black-scholes option pricing model with following weighted average assumptions | Year Ended December 31, 2020 2019 Expected life (years) 6 – 6.25 6.25 Risk-free interest rate 0.36 – 1.21% 1.63 – 2.34% Expected volatility 50 – 70% 50 – 57% Dividend yield — — | |
Schedule of stock based compensation expense related to options granted to employees and non employees | Year Ended December 31, 2020 2019 Cost of revenue $ 27 $ 22 Research and development expense 564 440 Selling, general and administrative expense 119 287 Total stock-based compensation expense $ 710 $ 749 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Cepton Technologies, Inc. [Member] | ||
COMMITMENTS AND CONTINGENCIES (Tables) [Line Items] | ||
Schedule of future minimum lease payments | June 30, 2021 $ 664 2022 1,719 2023 143 Total $ 2,526 | December 31, 2021 $ 552 2022 18 Total $ 570 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Cepton Technologies, Inc. [Member] | ||
NET LOSS PER SHARE (Tables) [Line Items] | ||
Schedule of computation of diluted net loss per share | Six Months Ended 2021 2020 Stock options to purchase common stock 7,075,268 4,365,000 Unvested restricted stock 87,500 — Preferred shares on an as-converted basis 21,671,491 21,671,491 Class F shares an as-converted basis 8,372,143 8,372,143 Shares issuable upon exercise of warrants 60,000 60,000 Total 37,266,402 34,468,634 | Year Ended December 31, 2020 2019 Stock options to purchase common stock 5,221,283 5,024,915 Unvested restricted stock 125,000 — Preferred shares on an as-converted basis 21,671,491 15,342,075 Class F shares an as-converted basis 8,372,143 8,402,000 Shares issuable upon exercise of warrants 60,000 60,000 Total 35,449,917 28,828,990 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Cepton Technologies, Inc. [Member] | ||
COMMITMENTS AND CONTINGENCIES (Tables) [Line Items] | ||
Schedule of future minimum lease payments | June 30, 2021 $ 664 2022 1,719 2023 143 Total $ 2,526 | December 31, 2021 $ 552 2022 18 Total $ 570 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($) | Feb. 02, 2021 | Feb. 02, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) [Line Items] | |||||
Gross proceeds | $ 5,175,000 | ||||
Number of warrants issued (in Shares) | 5,175,000 | 5,175,000 | |||
Transaction costs | $ 4,296,946 | $ 4,296,946 | |||
Underwriting fees | 3,450,000 | 3,450,000 | |||
Other offering costs | 824,946 | 824,946 | |||
Assets held in trust | $ 172,500,000 | $ 172,500,000 | $ 919 | 919 | |
Assets held in trust, Price per Unit (in Dollars per share) | $ 10 | $ 10 | |||
Dissolution expenses | $ 100,000 | $ 100,000 | 100,000 | ||
Threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account | 80.00% | ||||
Net tangible assets | $ 5,000,001 | 5,000,001 | |||
Cash | 718,500 | $ 749,737 | $ 2,043 | ||
Working Capital | $ 725,482 | ||||
Per unit price (in Dollars per share) | $ 10 | ||||
Description of trust account | The proceeds held in the Trust Account will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds registered under the Investment Company Act of 1940, as amended and compliant with Rule 2a-7 thereof that maintain a stable net asset value of $1.07.Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the IPO may not be released from the Trust Account until the earliest of: (i) the completion of the initial Business Combination; (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if it does not complete the initial Business Combination by August 2, 2022; or (iii) the redemption of all of the Company’s public shares if the Company is unable to complete the initial Business Combination by August 2, 2022 (at which such time up to $100,000 of interest shall be available to the Company to pay liquidation or dissolution expenses), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. | ||||
Initial Public Offering [Member] | |||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) [Line Items] | |||||
Number of units issued (in Shares) | 17,250,000 | 17,250,000 | |||
Share price (in Dollars per share) | $ 10 | ||||
Gross proceeds | $ 172,500,000 | $ 172,500,000 | |||
Assets held in trust | $ 172,500,000 | ||||
Obligation to redeem public shares if entity does not complete a business combination (as a percent) | 100.00% | ||||
Offering amount | $ 172,500,000 | ||||
Over-Allotment Option [Member] | |||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) [Line Items] | |||||
Number of units issued (in Shares) | 2,250,000 | 2,250,000 | |||
Share price (in Dollars per share) | $ 10 | $ 10 | |||
Private Placement [Member] | |||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) [Line Items] | |||||
Gross proceeds | $ 5,175,000 | $ 5,175,000 | |||
Number of warrants issued (in Shares) | 5,175,000 | 5,175,000 | |||
Business Combination [Member] | |||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) [Line Items] | |||||
Description of initial business combination | (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest, but less taxes payable (less up to $100,000 of interest to pay liquidation or dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.Each of the Company’s Sponsor and Nautilus has agreed that it will be severally liable to the Company, on a pro rata basis based on the number of founder shares owned by them, if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company have entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less interest released to pay taxes, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of IPO against certain liabilities, including liabilities under the Securities Act. |
REVISION OF PREVIOUSLY ISSUED_3
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) | 12 Months Ended |
Mar. 31, 2021 | |
Common Stock [Member] | |
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) [Line Items] | |
Outstanding shares percentage | 50.00% |
REVISION OF PREVIOUSLY ISSUED_4
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - Schedule of revision of balance sheet - USD ($) | Mar. 31, 2021 | Feb. 02, 2021 |
As Reported [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Additional paid-in capital | $ (3,115,509) | $ 5,338,840 |
Retained earnings | 8,114,967 | |
Total shareholders’ equity | 5,000,002 | |
As Reported [Member] | Additional paid-in capital [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Total shareholders’ equity | (3,115,509) | |
As Reported [Member] | Retained earnings [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Total shareholders’ equity | 8,114,967 | |
As Reported [Member] | Total shareholders’ equity [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Total shareholders’ equity | 5,000,002 | |
Adjustment [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Additional paid-in capital | 3,115,509 | $ 1,586,454 |
Retained earnings | (3,115,509) | |
Total shareholders’ equity | ||
Adjustment [Member] | Additional paid-in capital [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Total shareholders’ equity | 3,115,509 | |
Adjustment [Member] | Retained earnings [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Total shareholders’ equity | (3,115,509) | |
Adjustment [Member] | Total shareholders’ equity [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Total shareholders’ equity | ||
As Adjusted [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Additional paid-in capital | ||
Retained earnings | 4,999,458 | |
Total shareholders’ equity | 5,000,002 | |
As Adjusted [Member] | Additional paid-in capital [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Total shareholders’ equity | ||
As Adjusted [Member] | Retained earnings [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Total shareholders’ equity | 4,999,458 | |
As Adjusted [Member] | Total shareholders’ equity [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Total shareholders’ equity | $ 5,000,002 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Mar. 31, 2021 | Feb. 02, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Assets held in trust | $ 919 | $ 919 | $ 172,500,000 | ||
Federal Depository Insurance Coverage | $ 250,000 | ||||
Warrants outstanding (in Shares) | 13,800,000 | 13,800,000 | 0 | 0 | |
Federal Deposit Insurance Corporation Premium Expense | $ 250,000 | ||||
Money Market Mutual Funds [Member] | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Assets held in trust | $ 172,510,820 | 86,251,323 | |||
U.S. Treasury Bills [Member] | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Assets held in trust | $ 86,253,272 | ||||
Class A Common Stock | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Warrants Exercisable (in Shares) | 13,800,000 | 13,800,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of basic and diluted net income per common share - USD ($) | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2021 | |
Numerator: Earnings allocable to Redeemable Common Stock | |||
Interest earned on marketable securities held in trust | $ 6,225 | $ 5,514 | |
Less: interest available to be withdrawn for payment of taxes | (6,225) | (5,514) | |
Net income allocable to shares subject to possible redemption | |||
Denominator: Weighted Average Redeemable Common Stock | |||
Redeemable Common Stock outstanding, Basic and Diluted (in Shares) | 16,115,493 | ||
Net Loss | $ (1,525,461) | 8,261,624 | |
Redeemable Net Income | (6,225) | (5,514) | |
Non-Redeemable Net Loss | $ (1,531,686) | $ 8,256,110 | |
Denominator: Weighted Average Non-Redeemable Common Stock | |||
Non-Redeemable Common Stock outstanding, Basic and Diluted (in Shares) | 5,447,007 | 3,750,000 | |
Basic and Diluted net income per Redeemable Common Share (in Dollars per share) | $ (0.28) |
PUBLIC OFFERING (Details)
PUBLIC OFFERING (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Mar. 31, 2021 | |
Warrant [Member] | ||
PUBLIC OFFERING (Details) [Line Items] | ||
Warrants exercisable period condition one | 30 days | 30 days |
Warrant exercise period condition two | 12 months | 12 months |
Warrants expiry term | 5 years | 5 years |
Warrants redemption, description | • in whole and not in part;• at a price of $0.01 per warrant;• upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and• if, and only if, the last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrantholders.• If the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the Warrants to do so on a “cashless basis,” as described in the warrant agreement. | • in whole and not in part;• at a price of $0.01 per warrant;• upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and• if, and only if, the last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrantholders.• If the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the Warrants to do so on a “cashless basis,” as described in the warrant agreement. |
Initial Public Offering [Member] | ||
PUBLIC OFFERING (Details) [Line Items] | ||
Number of units issued (in Shares) | 17,250,000 | 17,250,000 |
Share price | $ 10 | $ 10 |
Gross proceeds (in Dollars) | $ 172,500,000 | $ 172,500,000 |
Stock split, description | Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one-half of one redeemable warrant, with each whole warrant exercisable for one share of Class A common stock (each, a “Warrant” and, collectively, the “Warrants” and, with respect to the warrants sold in the Private Placement, the “Private Placement Warrants”). | Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one-half of one redeemable warrant, with each whole warrant exercisable for one share of Class A common stock (each, a “Warrant” and, collectively, the “Warrants” and, with respect to the warrants sold in the Private Placement, the “Private Placement Warrants”). |
Over-Allotment Option [Member] | ||
PUBLIC OFFERING (Details) [Line Items] | ||
Number of units issued (in Shares) | 2,250,000 | 2,250,000 |
Share price | $ 10 | $ 10 |
Class A Common Stock [Member] | ||
PUBLIC OFFERING (Details) [Line Items] | ||
Price per share | $ 11.50 | $ 11.50 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) | Feb. 02, 2021USD ($)shares |
Private Placement [Abstract] | |
Number of warrants issued | shares | 5,175,000 |
Gross proceeds | $ | $ 5,175,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | Jan. 07, 2021shares | Aug. 14, 2020USD ($)shares | Jul. 01, 2012shares | Jan. 31, 2021shares | Jan. 29, 2021USD ($)shares | Feb. 24, 2020shares | Apr. 30, 2010USD ($)$ / sharesshares | Jun. 30, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2020$ / sharesshares | Jan. 31, 2020$ / shares | Dec. 31, 2019$ / sharesshares | Jul. 11, 2018$ / shares | Jul. 05, 2016$ / shares |
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||
Number of shares issued | 376,344 | ||||||||||||||||
Number of shares were forfeited | 257,649 | ||||||||||||||||
Recapitalization conversion ratio | 1.2 | ||||||||||||||||
Common stock, shares outstanding | 4,312,500 | ||||||||||||||||
Founder shares transfer, description | (i) one year after the completion of the initial Business Combination, (ii) the last sale price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 60 days after the initial Business Combination, or (iii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property. | ||||||||||||||||
Expenses incurred in business combination (in Dollars) | $ | $ 17,250 | $ 12,056 | |||||||||||||||
Promissory notes without interest (in Dollars) | $ | 300,000 | $ 300,000 | |||||||||||||||
Working capital loans repaid (in Dollars) | $ | $ 1,500,000 | $ 1,500,000 | |||||||||||||||
Conversion price per warrant (in Dollars per share) | $ / shares | $ 1 | $ 1 | $ 1 | ||||||||||||||
Revenue from customer and investor (in Dollars) | $ | $ 770,000 | $ 99,000 | |||||||||||||||
Accounts receivable from customer and investor (in Dollars) | $ | $ 239,000 | $ 239,000 | $ 1,300 | ||||||||||||||
Cepton Technologies, Inc. [Member] | |||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||
Par value per share (in Dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||
Common stock, shares outstanding | 27,412,984 | 27,412,984 | 27,184,882 | 27,004,791 | |||||||||||||
Accounts receivable from customer and investor (in Dollars) | $ | $ 1,300 | ||||||||||||||||
Revenue from customer and investor (in Dollars) | $ | $ 320,000 | ||||||||||||||||
Sponsor [Member] | |||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||
Number of shares issued | 5,000,000 | ||||||||||||||||
Par value per share (in Dollars per share) | $ / shares | $ 0.0001 | ||||||||||||||||
Aggregate purchase price (in Dollars) | $ | $ 25,000 | ||||||||||||||||
Administrative expenses - related party (in Dollars) | $ | $ 5,750 | ||||||||||||||||
Nautilus [Member] | |||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||
Number of shares issued | 1,379,167 | ||||||||||||||||
Aggregate purchase price (in Dollars) | $ | $ 2,043 | ||||||||||||||||
Hb Strategies Llc [Member] | |||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||
Number of shares issued | 1,379,167 | ||||||||||||||||
Aggregate purchase price (in Dollars) | $ | $ 2,043 | ||||||||||||||||
Nautilus Carriers Llc And Hb Strategies Llc [Member] | |||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||
Aggregate purchase price (in Dollars) | $ | $ 4,086 | ||||||||||||||||
Common Class B [Member] | |||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||
Par value per share (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Number of shares were forfeited | 718,750 | 718,750 | |||||||||||||||
Recapitalization conversion ratio | 1.2 | 0.8425 | |||||||||||||||
Common stock, shares outstanding | 3,593,750 | 4,312,500 | 4,312,500 | 4,312,500 | 4,312,500 | 4,312,500 | 4,312,500 | ||||||||||
Common Class B [Member] | Sponsor [Member] | |||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||
Number of shares were forfeited | 2,833,333 | ||||||||||||||||
Common Class B [Member] | Founder Shares [Member] | |||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||
Number of shares were forfeited | 2,833,333 | ||||||||||||||||
Shares subject to forfeiture | 562,500 | ||||||||||||||||
Common Class B [Member] | Founder Shares [Member] | Director [Member] | |||||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||
Number of shares issued | 75,000 |
RECURRING FAIR VALUE MEASUREM_3
RECURRING FAIR VALUE MEASUREMENTS (Details) - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 |
RECURRING FAIR VALUE MEASUREMENTS (Details) [Line Items] | ||
Warrant liability | $ 8,607,750 | |
U.S. Treasury Bills [Member] | ||
RECURRING FAIR VALUE MEASUREMENTS (Details) [Line Items] | ||
Assets held in trust account | $ 86,255,170 | |
Money Market Mutual Funds [Member] | ||
RECURRING FAIR VALUE MEASUREMENTS (Details) [Line Items] | ||
Assets held in trust account | $ 86,255,170 |
RECURRING FAIR VALUE MEASUREM_4
RECURRING FAIR VALUE MEASUREMENTS (Details) - Schedule of assets and liabilities that were measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques | Jun. 30, 2021USD ($) |
Level 1 [Member] | |
Assets: | |
Investments held in Trust Account-Money Market Mutual Funds | $ 172,511,739 |
Liabilities | |
Total | 5,347,500 |
Level 1 [Member] | Public Warrants [Member] | |
Liabilities | |
Warrant Liability | 5,347,500 |
Level 1 [Member] | Private Warrants [Member] | |
Liabilities | |
Warrant Liability | |
Level 2 [Member] | |
Assets: | |
Investments held in Trust Account-Money Market Mutual Funds | |
Liabilities | |
Total | |
Level 2 [Member] | Public Warrants [Member] | |
Liabilities | |
Warrant Liability | |
Level 2 [Member] | Private Warrants [Member] | |
Liabilities | |
Warrant Liability | |
Level 3 [Member] | |
Assets: | |
Investments held in Trust Account-Money Market Mutual Funds | |
Liabilities | |
Total | 3,260,250 |
Level 3 [Member] | Public Warrants [Member] | |
Liabilities | |
Warrant Liability | |
Level 3 [Member] | Private Warrants [Member] | |
Liabilities | |
Warrant Liability | $ 3,260,250 |
RECURRING FAIR VALUE MEASUREM_5
RECURRING FAIR VALUE MEASUREMENTS (Details) - Schedule of key inputs used in the black scholes option pricing model for the private warrants - $ / shares | 3 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Mar. 31, 2021 | |
Schedule of key inputs used in the black scholes option pricing model for the private warrants [Abstract] | ||
Risk-free interest rate | 1.00% | 1.20% |
Expected term (years) | 5 years 4 months 9 days | 5 years 6 months 29 days |
Expected volatility | 11.90% | 10.00% |
Stock Price (in Dollars per share) | $ 9.70 | $ 9.70 |
Exercise price (in Dollars per share) | $ 11.50 | $ 11.50 |
Dividend yield | 0.00% |
RECURRING FAIR VALUE MEASUREM_6
RECURRING FAIR VALUE MEASUREMENTS (Details) - Schedule of the changes in the fair value of the Level 3 assets and liabilities measured at fair value | 3 Months Ended |
Jun. 30, 2021USD ($) | |
Schedule of the changes in the fair value of the Level 3 assets and liabilities measured at fair value [Abstract] | |
Fair value as of March 31, 2021 | $ 2,742,750 |
Change in fair value | 517,500 |
Fair value as of June 30, 2021 | $ 3,260,250 |
COMMITMENTS (Details)
COMMITMENTS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
COMMITMENTS (Details) [Line Items] | ||||||
Term of demand exercise | 5 years | 5 years | ||||
Term of piggyback registration rights exercise | 7 years | 7 years | ||||
Rent expense | $ 322,000 | |||||
IPO [Member] | ||||||
COMMITMENTS (Details) [Line Items] | ||||||
Percentage of cash fee in gross proceeds | 3.50% | 3.50% | ||||
Cash fee | $ 6,037,500 | $ 6,037,500 | ||||
Cepton Technologies, Inc. [Member] | ||||||
COMMITMENTS (Details) [Line Items] | ||||||
Operating lease description | On April 15, 2021, the Company entered into a new lease agreement for 92,842 square feet of office space in San Jose, California. The lease began on June 1, 2021 and is set to expire on January 31, 2023. | In December 2017, the Company began leasing approximately 25,000 square feet of office space in San Jose, California as its corporate headquarters. | ||||
Initial lease term | 1 year | 1 year | 1 year | |||
Rent expense | $ 571,000 | $ 654,000 | $ 656,000 |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) | Jan. 07, 2021shares | Aug. 14, 2020shares | Jul. 01, 2012shares | Jan. 31, 2021shares | Jan. 29, 2021shares | Feb. 24, 2020shares | Apr. 30, 2010$ / sharesshares | Jun. 30, 2021$ / sharesshares | Jun. 30, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares | Mar. 31, 2021$ / sharesshares | Jul. 08, 2020USD ($)$ / sharesshares | Jun. 30, 2020$ / sharesshares | Mar. 31, 2020$ / sharesshares | Jan. 31, 2020$ / sharesshares | Jul. 11, 2018$ / sharesshares | Jul. 05, 2016$ / sharesshares |
SHAREHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||||
Common stock, shares authorized | 100,000,000 | |||||||||||||||||
Common stock, shares outstanding | 4,312,500 | |||||||||||||||||
Percentage of sum of total number of all shares of common stock outstanding | 20.00% | 20.00% | ||||||||||||||||
Common stock voting rights, description | Holders of the Company’s common stock are entitled to one vote for each share of common stock. | |||||||||||||||||
Recapitalization conversion ratio | 1.2 | |||||||||||||||||
Number of shares were forfeited | 257,649 | |||||||||||||||||
Number of shares issued | 376,344 | |||||||||||||||||
Preferred stock, shares issued | ||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||
Sale of shares | 1.78 | |||||||||||||||||
Shareholder to an investor price per share (in Dollars per share) | $ / shares | $ 10 | |||||||||||||||||
Cepton Technologies, Inc. [Member] | ||||||||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||
Preferred stock, shares authorized | 22,806,009 | 22,806,009 | 22,806,009 | 16,872,475 | ||||||||||||||
Common stock, shares authorized | 75,000,000 | 75,000,000 | 75,000,000 | 60,000,000 | 50,000,000 | |||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||
Common stock, shares issued | 27,412,984 | 27,412,984 | 27,184,882 | 27,004,791 | 75,000,000 | 60,000,000 | ||||||||||||
Common stock, shares outstanding | 27,412,984 | 27,412,984 | 27,184,882 | 27,004,791 | ||||||||||||||
Common stock vote per share (in Dollars per share) | $ / shares | $ 1 | $ 1 | $ 1 | |||||||||||||||
Preferred stock, shares issued | 21,671,491 | 21,671,491 | 21,671,491 | 15,342,075 | 22,806,009 | |||||||||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||||
Number of board of directors | 2 | |||||||||||||||||
Stock over a service period | 4 years | 4 years | ||||||||||||||||
Unvested shares | 254,794 | |||||||||||||||||
Shareholder to an investor price per share (in Dollars per share) | $ / shares | $ 8.3736 | |||||||||||||||||
Aggregate purchase price (in Dollars) | $ | $ 250,011 | |||||||||||||||||
Number of board of directors | 2 | |||||||||||||||||
Sponsor [Member] | ||||||||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||||
Number of shares issued | 5,000,000 | |||||||||||||||||
Nautilus [Member] | ||||||||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||
Number of shares issued | 1,379,167 | |||||||||||||||||
Hb Strategies Llc [Member] | ||||||||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||
Number of shares issued | 1,379,167 | |||||||||||||||||
Class B Common Stock [Member] | ||||||||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Common stock, shares issued | 1,287,053 | 1,287,053 | 1,134,507 | 0 | 0 | |||||||||||||
Common stock, shares outstanding | 1,287,053 | 1,287,053 | 1,134,507 | 0 | 0 | |||||||||||||
Common stock subject to possible redemption | 15,962,947 | 15,962,947 | 16,115,493 | 0 | 0 | |||||||||||||
Class B Common Stock [Member] | ||||||||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Common stock, shares issued | 4,312,500 | 4,312,500 | 4,312,500 | 4,312,500 | 4,312,500 | |||||||||||||
Common stock, shares outstanding | 3,593,750 | 4,312,500 | 4,312,500 | 4,312,500 | 4,312,500 | 4,312,500 | 4,312,500 | |||||||||||
Recapitalization conversion ratio | 1.2 | 0.8425 | ||||||||||||||||
Founder shares outstanding | 3,593,750 | 4,312,500 | ||||||||||||||||
Number of shares were forfeited | 718,750 | 718,750 | ||||||||||||||||
Number of shares held by initial stockholders | 4,312,500 | |||||||||||||||||
Class B Common Stock [Member] | Sponsor [Member] | ||||||||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||
Number of shares were forfeited | 2,833,333 | |||||||||||||||||
Class F [Member] | Cepton Technologies, Inc. [Member] | ||||||||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||
Common stock, shares authorized | 8,402,000 | 8,402,000 | ||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||||
Common stock, shares issued | 8,372,143 | 8,372,143 | 8,372,143 | 8,402,000 | 8,450,000 | 8,500,000 | ||||||||||||
Common stock, shares outstanding | 8,372,143 | 8,372,143 | 8,402,000 | |||||||||||||||
Sale of shares | 29,857 | |||||||||||||||||
Series A Preferred Stock [Member] | Cepton Technologies, Inc. [Member] | ||||||||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.00001 | |||||||||||||||||
Common stock, shares issued | 8,000,000 | |||||||||||||||||
Preferred stock, shares issued | 8,000,000 | |||||||||||||||||
Series B Preferred Stock [Member] | Cepton Technologies, Inc. [Member] | ||||||||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.00001 | |||||||||||||||||
Common stock, shares issued | 5,600,000 | |||||||||||||||||
Preferred stock, shares issued | 4,069,000 | |||||||||||||||||
B-1 Preferred Stock [Member] | Cepton Technologies, Inc. [Member] | ||||||||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.00001 | |||||||||||||||||
Common stock, shares issued | 3,272,475 | |||||||||||||||||
Preferred stock, shares issued | 3,272,475 | |||||||||||||||||
Series C Preferred Stock [Member] | Cepton Technologies, Inc. [Member] | ||||||||||||||||||
SHAREHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||||
Preferred stock, shares issued | 7,463,934 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Aug. 05, 2021USD ($)$ / sharesshares | Apr. 15, 2021USD ($)ft² | Mar. 31, 2021$ / shares | Jul. 08, 2020$ / shares |
SUBSEQUENT EVENTS (Details) [Line Items] | ||||
Amount of committed to invest | $ 50,000,000 | |||
Purchase price per share (in Dollars per share) | $ / shares | $ 10 | |||
Cepton Technologies, Inc. [Member] | ||||
SUBSEQUENT EVENTS (Details) [Line Items] | ||||
Purchase price per share (in Dollars per share) | $ / shares | $ 8.3736 | |||
Private Investment in Public Equity [Member] | ||||
SUBSEQUENT EVENTS (Details) [Line Items] | ||||
Number of purchase of offering shares (in Shares) | shares | 5,000,000 | |||
Purchase price per share (in Dollars per share) | $ / shares | $ 10 | |||
Forecast [Member] | Cepton Technologies, Inc. [Member] | ||||
SUBSEQUENT EVENTS (Details) [Line Items] | ||||
Office space (in Square Feet) | ft² | 92,842 | |||
Lease agreement description | The lease is estimated to begin on June 1, 2021 and is set to expire on January 31, 2023. | |||
Monthly rent | $ 139,300 | |||
Lease term | 143,400 | |||
Total lease payments | $ 2,261,600 |
REVISION OF PREVIOUSLY ISSUED_5
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - Schedule of revision of balance sheet - USD ($) | Mar. 31, 2021 | Feb. 02, 2021 |
As Previously Reported [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Warrant Liability | ||
Total Liabilities | 214,710 | |
Common stock subject to possible redemption | 168,253,860 | |
Additional paid-in capital | 6,925,294 | |
Accumulated deficit | (1,925,928) | |
As Previously Reported [Member] | Class A Common Stock [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Class A common stock | 42 | |
Adjustment [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Warrant Liability | 17,077,500 | |
Total Liabilities | 17,077,500 | |
Common stock subject to possible redemption | (17,077,500) | |
Additional paid-in capital | $ 3,115,509 | 1,586,454 |
Accumulated deficit | (1,586,625) | |
Adjustment [Member] | Class A Common Stock [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Class A common stock | 171 | |
As Revised [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Warrant Liability | 17,077,500 | |
Total Liabilities | 17,077,500 | |
Common stock subject to possible redemption | 151,176,360 | |
Additional paid-in capital | $ (3,115,509) | 5,338,840 |
Accumulated deficit | (339,303) | |
As Revised [Member] | Class A Common Stock [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Class A common stock | $ 213 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Held to Maturity securities | 12 Months Ended |
Mar. 31, 2021USD ($) | |
Schedule of Held-to-maturity Securities [Line Items] | |
Carrying Value/Amortized Cost | $ 172,504,595 |
Amortization of Bond Discount | 4,167 |
Gross Unrealized Gain | 1,898 |
Fair Value as of March 31, 2021 | 172,506,493 |
Money Market Mutual Funds | |
Schedule of Held-to-maturity Securities [Line Items] | |
Carrying Value/Amortized Cost | 86,251,323 |
Amortization of Bond Discount | |
Gross Unrealized Gain | |
Fair Value as of March 31, 2021 | 86,251,323 |
U.S. Treasury Bills | |
Schedule of Held-to-maturity Securities [Line Items] | |
Carrying Value/Amortized Cost | 86,253,272 |
Amortization of Bond Discount | 4,167 |
Gross Unrealized Gain | 1,898 |
Fair Value as of March 31, 2021 | $ 86,255,170 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of basic and diluted net income per common share - USD ($) | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2021 | |
Numerator: Earnings allocable to Redeemable Common Stock | |||
Interest earned on marketable securities held in trust | $ 6,225 | $ 5,514 | |
Less: interest available to be withdrawn for payment of taxes | (6,225) | (5,514) | |
Net income allocable to shares subject to possible redemption | |||
Denominator: Weighted Average Redeemable Common Stock | |||
Redeemable Common Stock outstanding, Basic and Diluted (in Shares) | 2,360,836 | ||
Basic and Diluted net income per Redeemable Common Share (in Dollars per share) | $ 0 | ||
Numerator: Net Income minus Redeemable Net Earnings | |||
Net Income | (1,525,461) | $ 8,261,624 | |
Redeemable Net Income | (6,225) | (5,514) | |
Non-Redeemable Net Income | $ (1,531,686) | $ 8,256,110 | |
Denominator: Weighted Average Non-Redeemable Common Stock | |||
Non-Redeemable Common Stock outstanding, Basic and Diluted (in Shares) | 4,645,499 | ||
Basic and Diluted net income per Non-Redeemable Common Share (in Shares) | 1.78 |
RECURRING FAIR VALUE MEASUREM_7
RECURRING FAIR VALUE MEASUREMENTS (Details) - Schedule of assets and liabilities that were measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques | Mar. 31, 2021USD ($) |
Assets: | |
Investments held in Trust Account-Money Market Mutual Funds | $ 86,251,323 |
Cash and Investments held in Trust Account-Treasury Bills | 86,255,170 |
Total assets | 172,506,493 |
Liabilities | |
Total liabilities | 7,141,500 |
Public Warrants [Member] | |
Liabilities | |
Warrant Liability | 4,398,750 |
Private Warrants [Member] | |
Liabilities | |
Warrant Liability | 2,742,750 |
Level 1 [Member] | |
Assets: | |
Investments held in Trust Account-Money Market Mutual Funds | 86,251,323 |
Cash and Investments held in Trust Account-Treasury Bills | 86,255,170 |
Total assets | 172,506,493 |
Liabilities | |
Total liabilities | 4,398,750 |
Level 1 [Member] | Public Warrants [Member] | |
Liabilities | |
Warrant Liability | 4,398,750 |
Level 1 [Member] | Private Warrants [Member] | |
Liabilities | |
Warrant Liability | |
Level 2 [Member] | Public Warrants [Member] | |
Liabilities | |
Warrant Liability | |
Level 2 [Member] | Private Warrants [Member] | |
Liabilities | |
Warrant Liability | |
Level 3 [Member] | |
Liabilities | |
Total liabilities | 2,742,750 |
Level 3 [Member] | Public Warrants [Member] | |
Liabilities | |
Warrant Liability | |
Level 3 [Member] | Private Warrants [Member] | |
Liabilities | |
Warrant Liability | $ 2,742,750 |
RECURRING FAIR VALUE MEASUREM_8
RECURRING FAIR VALUE MEASUREMENTS (Details) - Schedule of key inputs used in the black scholes option pricing model for the private warrants - $ / shares | 3 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Mar. 31, 2021 | |
Schedule of key inputs used in the black scholes option pricing model for the private warrants [Abstract] | ||
Risk-free interest rate | 1.00% | 1.20% |
Expected term (years) | 5 years 4 months 9 days | 5 years 6 months 29 days |
Expected volatility | 11.90% | 10.00% |
Stock Price (in Dollars per share) | $ 9.70 | $ 9.70 |
Exercise price (in Dollars per share) | $ 11.50 | $ 11.50 |
Dividend yield | 0.00% |
RECURRING FAIR VALUE MEASUREM_9
RECURRING FAIR VALUE MEASUREMENTS (Details) - Schedule of the changes in the fair value of the Level 3 assets and liabilities measured at fair value | 12 Months Ended |
Mar. 31, 2021USD ($) | |
Warrant Liability [Member] | |
RECURRING FAIR VALUE MEASUREMENTS (Details) - Schedule of the changes in the fair value of the Level 3 assets and liabilities measured at fair value [Line Items] | |
Fair value as of April 1, 2020 | |
Initial fair value of warrant liability upon issuance at IPO on February 2, 2021 | 17,077,500 |
Public warrants reclassified to level 1 | |
Change in fair value | (9,936,000) |
Fair value as of March 31, 2021 | 7,141,500 |
Private Warrants [Member] | |
RECURRING FAIR VALUE MEASUREMENTS (Details) - Schedule of the changes in the fair value of the Level 3 assets and liabilities measured at fair value [Line Items] | |
Fair value as of April 1, 2020 | |
Initial fair value of warrant liability upon issuance at IPO on February 2, 2021 | 6,468,750 |
Public warrants reclassified to level 1 | |
Change in fair value | (3,726,000) |
Fair value as of March 31, 2021 | 2,742,750 |
Public Warrants [Member] | |
RECURRING FAIR VALUE MEASUREMENTS (Details) - Schedule of the changes in the fair value of the Level 3 assets and liabilities measured at fair value [Line Items] | |
Fair value as of April 1, 2020 | |
Initial fair value of warrant liability upon issuance at IPO on February 2, 2021 | 10,608,750 |
Public warrants reclassified to level 1 | (4,398,750) |
Change in fair value | (6,210,000) |
Fair value as of March 31, 2021 |
INCOME TAX (Details)
INCOME TAX (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | Dec. 31, 2018 | |
INCOME TAX (Details) [Line Items] | |||||||
Net operating loss carryforwards | $ 57,578 | $ 39,150 | |||||
Operating loss carryforwards expiration period | which 125,594 begin to expire in 2031 and 128,839 do not expire and $80,757 of state and local net operating loss carryforward which begin to expire in 2036. | ||||||
Shares (in Shares) | 1.78 | ||||||
Increase Decrease In Valuation Allowance | $ 18,428 | $ 2,033 | |||||
Income tax rate | 21.00% | ||||||
Unrecognized tax benefits | $ 1,500,000 | $ 1,100,000 | |||||
Payroll tax receivable | 1,000,000 | 700,000 | |||||
Cepton Technologies, Inc. [Member] | |||||||
INCOME TAX (Details) [Line Items] | |||||||
Net operating loss carryforwards | $ 51,300,000 | 31,900,000 | |||||
Operating loss carryforwards expiration period | which will expire beginning in the year 2037. | ||||||
Increase in valuation allowance | $ 5,800,000 | 3,700,000 | |||||
Operating loss carryforwards expiration period | 20 years | ||||||
Unrecognized tax benefits | $ 1,471,000 | 1,090,000 | |||||
Provision for income taxes | $ 11,000 | $ 14,000 | |||||
U.S. federal [Member] | |||||||
INCOME TAX (Details) [Line Items] | |||||||
Net operating loss carryforwards | $ 254,433 | ||||||
Shares (in Shares) | 125,594 | ||||||
State and Local Jurisdiction [Member] | |||||||
INCOME TAX (Details) [Line Items] | |||||||
Net operating loss carryforwards | $ 80,757 | ||||||
Shares (in Shares) | 128,839 | ||||||
State and Local Jurisdiction [Member] | Cepton Technologies, Inc. [Member] | |||||||
INCOME TAX (Details) [Line Items] | |||||||
Net operating loss carryforwards | 44,100,000 | 28,400,000 | |||||
Federal [Member] | Cepton Technologies, Inc. [Member] | |||||||
INCOME TAX (Details) [Line Items] | |||||||
Net operating loss carryforwards | $ 49,200,000 | 29,800,000 | |||||
Federal Research and Development Credit Carryforward [Member] | Cepton Technologies, Inc. [Member] | |||||||
INCOME TAX (Details) [Line Items] | |||||||
Operating loss carryforwards expiration period | which begins to expire in 2038 | ||||||
Credit carryforward amount | $ 700,000 | 300,000 | |||||
California Research and Development Credit Carryforward [Member] | Cepton Technologies, Inc. [Member] | |||||||
INCOME TAX (Details) [Line Items] | |||||||
Credit carryforward amount | $ 3,000,000 | $ 2,400,000 |
INCOME TAX (Details) - Schedule
INCOME TAX (Details) - Schedule of components of income tax provision - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Federal | ||
Current | ||
Deferred | (18,428) | $ (2,033) |
State | ||
Current | 32 | |
Deferred | ||
Change in valuation allowance | 18,428 | 2,033 |
Income tax provision | $ 32 |
INCOME TAX (Details) - Schedu_2
INCOME TAX (Details) - Schedule of Company's net deferred tax assets - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 |
Deferred tax asset | ||
Net operating loss carryforwards | $ 57,578 | $ 39,150 |
Total deferred tax asset | 57,578 | 39,150 |
Valuation allowance | (57,578) | $ (39,150) |
Deferred tax asset, net of allowance |
INCOME TAX (Details) - Schedu_3
INCOME TAX (Details) - Schedule of reconciliation of the federal income tax rate to the Company’s effective tax rate | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Schedule of reconciliation of the federal income tax rate to the Company’s effective tax rate [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State tax provision net of federal benefit | 0.00% | (0.30%) |
Change in FV of warrant liability | (21.9) | |
Transaction costs associated with the issuance of warrants | 0.7 | |
Change in valuation allowance | 0.20% | (21.00%) |
Income tax provision | (0.30%) |
DESCRIPTION OF BUSINESS AND S_3
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Product warrant term | one-year | ||
Cepton Technologies, Inc. [Member] | |||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Cash and cash equivalents | $ 12,400,000 | ||
Short-term investment | 13,041,000 | $ 32,058,000 | |
Accumulated deficit | 76,800,000 | ||
Net loss | 18,600,000 | ||
Cash flows from operating activities | $ (18,000,000) | ||
Percentage of accounts receivable, net | 10.00% | 10.00% | 10.00% |
Percentage of total revenue | 10.00% | 10.00% | |
Product warrant term | -year | ||
Number of vendors | 2 | 3 | |
Percentage of total accounts payable | 27.00% | 44.00% | |
Commission expense | $ 31,000 | $ 26,000 | |
Advertising costs | 197,000 | $ 610,000 | |
Money market funds | $ 7,190,000 | ||
Minimum [Member] | Cepton Technologies, Inc. [Member] | |||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Property, plant and equipment, estimated useful lives | three | ||
Maximum [Member] | Cepton Technologies, Inc. [Member] | |||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Property, plant and equipment, estimated useful lives | seven |
DESCRIPTION OF BUSINESS AND S_4
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of accounts receivable, net - Cepton Technologies, Inc. [Member] | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Customer A [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Percentage of accounts receivable, net | 14.00% | 15.00% | |
Customer B [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Percentage of accounts receivable, net | 39.00% | 56.00% | |
Customer C [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Percentage of accounts receivable, net | 10.00% | ||
Customer D [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Percentage of accounts receivable, net | 12.00% | 13.00% | |
Customer E [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Percentage of accounts receivable, net | 64.00% |
DESCRIPTION OF BUSINESS AND S_5
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of total revenue - Cepton Technologies, Inc. [Member] | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Customer A [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Percentage of total revenue | 58.00% | 12.00% | 23.00% | |
Customer B [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Percentage of total revenue | 31.00% | 16.00% | 40.00% | |
Customer C [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Percentage of total revenue | 11.00% | 11.00% | ||
Customer D [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Percentage of total revenue | 11.00% | 10.00% |
DESCRIPTION OF BUSINESS AND S_6
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of accrued warranty liability, which is included as a component of accrued expenses and other current liabilities - Cepton Technologies, Inc. [Member] - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Product Warranty Liability [Line Items] | |||
Beginning balance | $ 40 | $ 31 | $ 20 |
Warranty provision | 33 | 90 | 185 |
Consumption | (24) | (81) | (174) |
Ending balance | $ 49 | $ 40 | $ 31 |
REVENUE (Details)
REVENUE (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Cepton Technologies, Inc. [Member] | ||
REVENUE (Details) [Line Items] | ||
Accrued expenses and other current liabilities | $ 2,000 | $ 44,000 |
REVENUE (Details) - Schedule of
REVENUE (Details) - Schedule of total revenue disaggregated by geographic region - Cepton Technologies, Inc. [Member] - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue by geography: | ||||
Revenue | $ 1,333 | $ 810 | $ 2,006 | $ 4,132 |
% of Revenue | 100.00% | 100.00% | 100.00% | 100.00% |
North America [Member] | ||||
Revenue by geography: | ||||
Revenue | $ 252 | $ 347 | $ 721 | $ 1,579 |
% of Revenue | 19.00% | 43.00% | 36.00% | 38.00% |
Asia Pacific [Member] | ||||
Revenue by geography: | ||||
Revenue | $ 875 | $ 435 | $ 1,011 | $ 2,277 |
% of Revenue | 66.00% | 54.00% | 50.00% | 55.00% |
Other [Member] | ||||
Revenue by geography: | ||||
Revenue | $ 206 | $ 28 | $ 274 | $ 276 |
% of Revenue | 15.00% | 3.00% | 14.00% | 7.00% |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - Schedule of assets measured at fair value on a recurring basis - Cepton Technologies, Inc. [Member] - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Cash equivalents: | ||
Money market fund | $ 9,275,000 | $ 7,192,000 |
Total cash equivalents | 9,275,000 | 7,192,000 |
Short-term investments: | ||
Commercial Paper | 5,595,000 | 14,587,000 |
Corporate debt securities | 6,343,000 | 13,810,000 |
Asset-backed Securities | 1,103,000 | 3,661,000 |
Total short-term investments | 13,041,000 | 32,058,000 |
Total assets measured at fair value | 22,316,000 | 39,250,000 |
Level 1 [Member] | ||
Cash equivalents: | ||
Money market fund | 9,275,000 | 7,192,000 |
Total cash equivalents | 9,275,000 | 7,192,000 |
Short-term investments: | ||
Commercial Paper | ||
Corporate debt securities | ||
Asset-backed Securities | ||
Total short-term investments | ||
Total assets measured at fair value | 9,275,000 | 7,192,000 |
Level 2 [Member] | ||
Cash equivalents: | ||
Money market fund | ||
Total cash equivalents | ||
Short-term investments: | ||
Commercial Paper | 5,595,000 | 14,587,000 |
Corporate debt securities | 6,343,000 | 13,810,000 |
Asset-backed Securities | 1,103,000 | 3,661,000 |
Total short-term investments | 13,041,000 | 32,058,000 |
Total assets measured at fair value | 13,041,000 | 32,058,000 |
Level 3 [Member] | ||
Cash equivalents: | ||
Money market fund | ||
Total cash equivalents | ||
Short-term investments: | ||
Commercial Paper | ||
Corporate debt securities | ||
Asset-backed Securities | ||
Total short-term investments | ||
Total assets measured at fair value |
INVENTORIES (Details)
INVENTORIES (Details) - Cepton Technologies, Inc. [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
INVENTORIES (Details) [Line Items] | ||
Inventory write-downs | $ 452,000 | $ 41,000 |
Write-down changes in price levels | $ 627,000 |
INVENTORIES (Details) - Schedul
INVENTORIES (Details) - Schedule of inventories - Cepton Technologies, Inc. [Member] - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory [Line Items] | |||
Raw materials | $ 992 | $ 1,015 | $ 673 |
Work-in-process | 605 | 867 | 429 |
Finished goods | 1,410 | 1,512 | 1,306 |
Total inventories | $ 3,007 | $ 3,394 | $ 2,408 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
PROPERTY AND EQUIPMENT, NET (Details) [Line Items] | ||||
Depreciation and amortization related to property, and equipment | $ 184,000 | $ 171,000 | ||
Cepton Technologies, Inc. [Member] | ||||
PROPERTY AND EQUIPMENT, NET (Details) [Line Items] | ||||
Depreciation and amortization related to property, and equipment | $ 96,000 | $ 92,000 |
PROPERTY AND EQUIPMENT, NET (_2
PROPERTY AND EQUIPMENT, NET (Details) - Schedule of property and equipment - Cepton Technologies, Inc. [Member] - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Machinery and equipment | $ 648 | $ 649 | $ 573 |
Automobiles | 50 | 50 | 50 |
Leasehold improvements | 146 | 146 | 146 |
Computer and equipment | 53 | 36 | 33 |
Furniture and fixtures | 68 | 68 | 68 |
Software | 10 | 3 | |
Total property, and equipment | 975 | 952 | |
Less: accumulated depreciation and amortization | (591) | (495) | |
Total property and equipment, net | $ 384 | $ 457 | $ 561 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - Schedule of accrued expenses - Cepton Technologies, Inc. [Member] - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - Schedule of accrued expenses [Line Items] | |||
Accrued expenses and taxes | $ 2,367 | $ 1,292 | $ 1,192 |
Accrued unvested option liability | 152 | 151 | |
Deferred revenue | 2 | 44 | |
Deferred rent | 130 | 38 | 62 |
Warranty reserve | 49 | 40 | 31 |
Total accrued expenses | $ 2,700 | $ 1,565 | $ 1,285 |
DEBT (Details)
DEBT (Details) - Cepton Technologies, Inc. [Member] - USD ($) $ in Thousands | Dec. 05, 2019 | Apr. 24, 2020 | Feb. 29, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 31, 2019 |
DEBT (Details) [Line Items] | ||||||||
Borrowings | $ 5,000,000 | $ 5,000,000 | ||||||
Debt interest rate | 5.00% | 0.98% | ||||||
Maturity date | Jul. 1, 2023 | |||||||
Recognized loss on extinguishment | $ 180,000 | $ (180) | $ (180) | |||||
Aggregate warrants to purchase of shares (in Shares) | 60,000 | 60,000 | ||||||
Laon | $ 1,120,000 |
CONVERTIBLE PREFERRED STOCK (De
CONVERTIBLE PREFERRED STOCK (Details) - Cepton Technologies, Inc. [Member] - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2020 | Jan. 31, 2020 | Dec. 31, 2019 | |
CONVERTIBLE PREFERRED STOCK (Details) [Line Items] | ||||
Convertible preferred stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Preferred stock, dividend rate | 8.00% | 8.00% | ||
Aggregate proceeds (in Dollars) | $ 100,000,000 | $ 100,000,000 | ||
Preferred stock issued and outstanding, percentage | 20.00% | 20.00% |
CONVERTIBLE PREFERRED STOCK (_2
CONVERTIBLE PREFERRED STOCK (Details) - Schedule of convertible preferred stock - Cepton Technologies, Inc. [Member] - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Conversion of Stock [Line Items] | |||
Shares Authorized | 22,806,009 | 22,806,009 | 16,872,475 |
Shares Issued and Outstanding | 21,671,491 | 21,671,491 | 15,342,075 |
Aggregate Liquidation Preference (in Dollars) | $ 96,661,482 | $ 96,661,482 | $ 43,661,484 |
Series A [Member] | |||
Conversion of Stock [Line Items] | |||
Issuance Date | Jul. 6, 2016 | Jul. 6, 2016 | Jul. 6, 2016 |
Shares Authorized | 8,000,000 | 8,000,000 | 8,000,000 |
Shares Issued and Outstanding | 8,000,000 | 8,000,000 | 8,000,000 |
Original Issue Price per Share (in Dollars per share) | $ 1 | $ 1 | $ 1 |
Aggregate Liquidation Preference (in Dollars) | $ 8,000,000 | $ 8,000,000 | $ 8,000,000 |
Series B [Member] | |||
Conversion of Stock [Line Items] | |||
Issuance Date | Jul. 13, 2018 | Jul. 13, 2018 | Jul. 13, 2018 |
Shares Authorized | 4,069,600 | 4,069,600 | 5,600,000 |
Shares Issued and Outstanding | 4,069,600 | 4,069,600 | 4,069,600 |
Original Issue Price per Share (in Dollars per share) | $ 6.2500 | $ 6.2500 | $ 6.2500 |
Aggregate Liquidation Preference (in Dollars) | $ 25,435,000 | $ 25,435,000 | $ 25,435,000 |
Series B-1 [Member] | |||
Conversion of Stock [Line Items] | |||
Issuance Date | Jul. 13, 2018 | Jul. 13, 2018 | Jul. 13, 2018 |
Shares Authorized | 3,272,475 | 3,272,475 | 3,272,475 |
Shares Issued and Outstanding | 3,272,475 | 3,272,475 | 3,272,475 |
Original Issue Price per Share (in Dollars per share) | $ 3.1250 | $ 3.1250 | $ 3.1250 |
Aggregate Liquidation Preference (in Dollars) | $ 10,226,484 | $ 10,226,484 | $ 10,226,484 |
Series C [Member] | |||
Conversion of Stock [Line Items] | |||
Issuance Date | Feb. 4, 2020 | Feb. 4, 2020 | |
Shares Authorized | 7,463,934 | 7,463,934 | |
Shares Issued and Outstanding | 6,329,416 | 6,329,416 | |
Original Issue Price per Share (in Dollars per share) | $ 8.3736 | $ 8.3736 | |
Aggregate Liquidation Preference (in Dollars) | $ 52,999,998 | $ 52,999,998 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - Cepton Technologies, Inc. [Member] - USD ($) | Dec. 29, 2020 | Aug. 20, 2020 | Jul. 05, 2016 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
STOCK-BASED COMPENSATION (Details) [Line Items] | ||||||||
Shares reserved for issuance (in Shares) | 4,800,000 | 9,187,533 | 9,187,533 | 6,300,000 | ||||
Shares available for issuance (in Shares) | 1,361,781 | 3,406,368 | ||||||
Awards granted outstanding period | 10 years | 10 years | ||||||
Fair value of awards, description | Awards issued under the Plan must be priced at no less than 100% of the fair value of the shares on the date of the grant provided, however, that (i) the exercise price of an ISO will not be less than 100% of the fair value of the shares on the date of grant, and (ii) the exercise price of an ISO and NSO granted or the purchase price under the stock issuance program to a 10% stockholder will not be less than 110% of the fair value of the shares on the date of grant. Fair value is determined by the Board of Directors. | Awards issued under the Plan must be priced at no less than 100% of the fair value of the shares on the date of the grant provided, however, that (i) the exercise price of an ISO will not be less than 100% of the fair value of the shares on the date of grant, and (ii) the exercise price of an ISO and NSO granted or the purchase price under the stock issuance program to a 10% stockholder will not be less than 110% of the fair value of the shares on the date of grant. Fair value is determined by the Board of Directors. | ||||||
Awards vest period | 24 months | 4 years | 4 years | |||||
Unvested restricted stock | $ 966,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | $ 7.02 | $ 1.21 | $ 1.24 | $ 1.02 | ||||
Unrecognized stock based compensation related to unvested stock options | $ 15,800,000 | $ 3,000,000,000 | ||||||
Weighted average period | 3 years 25 days | 2 years 10 months 20 days | 8 years 7 months 6 days | |||||
Total intrinsic value unvested | $ 738,000 | $ 2,231,000 | ||||||
Capitalized stock based compensation expense into inventory | $ 20,000 | $ 19,000 | $ 42,000,000 | |||||
Shares available for future issuance (in Shares) | 3,406,368 | 1,020,294 | ||||||
Option granted (in Shares) | 2,214,670 | 1,705,000 | 1,442,000 | |||||
Exercise price (in Dollars per share) | $ 2.02 | $ 2.02 | ||||||
Aggregate consideration received | $ 303,000,000 | |||||||
Fully vested shares (in Shares) | 25,000 | |||||||
Total intrinsic value of options exercised | $ 458,000,000 | $ 386,000,000 | ||||||
Accrued Expenses [Member] | ||||||||
STOCK-BASED COMPENSATION (Details) [Line Items] | ||||||||
Liability associated with unvested restricted shares | $ 151,500,000 | |||||||
Other Long Term Liabilities [Member] | ||||||||
STOCK-BASED COMPENSATION (Details) [Line Items] | ||||||||
Liability associated with unvested restricted shares | $ 101,000,000 | |||||||
Employees, Non employee directors, Consultants, and Advisors [Member] | ||||||||
STOCK-BASED COMPENSATION (Details) [Line Items] | ||||||||
Shares reserved for issuance (in Shares) | 4,800,000 | |||||||
Non Employee Awards [Member] | ||||||||
STOCK-BASED COMPENSATION (Details) [Line Items] | ||||||||
Awards vest period | 2 years | 2 years | ||||||
Restricted Stock [Member] | ||||||||
STOCK-BASED COMPENSATION (Details) [Line Items] | ||||||||
Total intrinsic value unvested | $ 131,000,000 | $ 131,000,000 | ||||||
Fair value of common stock (in Dollars per share) | $ 3.07 | |||||||
2016 Plan [Member] | Independent Contractor [Member] | ||||||||
STOCK-BASED COMPENSATION (Details) [Line Items] | ||||||||
Option granted (in Shares) | 150,000 |
STOCK-BASED COMPENSATION (Det_2
STOCK-BASED COMPENSATION (Details) - Schedule of employee and nonemployee stock option activity - Cepton Technologies, Inc. [Member] - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
STOCK-BASED COMPENSATION (Details) - Schedule of employee and nonemployee stock option activity [Line Items] | |||
Options Outstanding Shares, Beginning Balance | 5,221,283 | ||
Options Outstanding Weighted Average Exercise Price, Beginning Balance | $ 1.43 | ||
Options Outstanding Weighted Average Remaining Contract Term (in years), Beginning Balance | 7 years 7 months 6 days | ||
Options Outstanding Aggregate Intrinsic Value, Beginning Balance | $ 8,550 | ||
Options Outstanding Shares, Ending Balance | 7,075,268 | 5,221,283 | |
Options Outstanding Weighted Average Exercise Price, Ending Balance | $ 4.45 | $ 1.43 | |
Options Outstanding Weighted Average Remaining Contract Term (in years), Ending Balance | 7 years 10 months 24 days | ||
Options Outstanding Aggregate Intrinsic Value, Ending Balance | $ 60,890 | $ 8,550 | |
Options Outstanding Shares, Exercisable | 3,168,956 | ||
Options Outstanding Weighted Average Exercise Price, Exercisable | $ 1.07 | ||
Options Outstanding Weighted Average Remaining Contract Term (in years), Exercisable | 6 years 3 months 18 days | ||
Options Outstanding Aggregate Intrinsic Value, Exercisable | $ 37,994 | ||
Options Outstanding Shares, Vested and expected to vest | 7,075,268 | 5,221,283 | |
Options Outstanding Weighted Average Exercise Price, Vested and expected to vest | $ 4.45 | ||
Options Outstanding Weighted Average Remaining Contract Term (in years), Vested and expected to vest | 7 years 10 months 24 days | ||
Options Outstanding Aggregate Intrinsic Value, Vested and expected to vest | $ 60,890 | ||
Options Outstanding Shares, Granted | 2,214,670 | 1,705,000 | 1,442,000 |
Options Outstanding Weighted Average Exercise Price, Granted | $ 11.48 | $ 2.39 | $ 1.97 |
Options Outstanding Shares, Exercised | (190,602) | (305,091) | (135,833) |
Options Outstanding Weighted Average Exercise Price, Exercised | $ 1.36 | ||
Options Outstanding Shares, Expired/Forfeited | (170,083) | ||
Options Outstanding Weighted Average Exercise Price, Expired/Forfeited | $ 6.67 | $ 1.53 | $ 1.06 |
STOCK-BASED COMPENSATION (Det_3
STOCK-BASED COMPENSATION (Details) - Schedule of stock-based compensation expense related to options granted to employees and nonemployees - Cepton Technologies, Inc. [Member] - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Cost of revenue | $ 20 | $ 16 |
Research and development expense | 1,386 | 232 |
Selling, general and administrative expense | 671 | 140 |
Total stock-based compensation expense | $ 2,077 | $ 388 |
WARRANTS (Details)
WARRANTS (Details) - Cepton Technologies, Inc. [Member] - USD ($) | 1 Months Ended | 12 Months Ended |
Aug. 31, 2019 | Dec. 31, 2019 | |
WARRANTS (Details) [Line Items] | ||
Warrant to purchase shares of common stock (in Shares) | 30,000 | |
Warrants exercise price (in Dollars per share) | $ 1.66 | |
Warrant to purchase additional shares of common stock (in Shares) | 30,000 | |
Warrants additional exercise price (in Dollars per share) | $ 1.66 | |
Withdrawn loan amount | $ 5,000,000 | |
Fair values of warrants issued | $ 39,000 | $ 49,000 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details) - Schedule of future minimum lease payments - Cepton Technologies, Inc. [Member] - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
COMMITMENTS AND CONTINGENCIES (Details) - Schedule of future minimum lease payments [Line Items] | ||
2021 | $ 664 | $ 552 |
2022 | 1,719 | 18 |
2023 | 143 | |
Total | $ 2,526 | $ 570 |
NET LOSS PER SHARE (Details) -
NET LOSS PER SHARE (Details) - Schedule of computation of diluted net loss per share - Cepton Technologies, Inc. [Member] - $ / shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock options to purchase common stock | 7,075,268 | 4,365,000 | 5,221,283 | 5,024,915 |
Unvested restricted stock | 87,500 | 125,000 | ||
Preferred shares on an as-converted basis | 21,671,491 | 21,671,491 | 21,671,491 | 15,342,075 |
Class F shares an as-converted basis | 8,372,143 | 8,372,143 | 8,372,143 | 8,402,000 |
Shares issuable upon exercise of warrants | 60,000 | 60,000 | 60,000 | 60,000 |
Total (in Dollars per share) | $ 37,266,402 | $ 34,468,634 | $ 35,449,917 | $ 28,828,990 |
DESCRIPTION OF BUSINESS AND S_7
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of accounts receivable, net - Cepton Technologies, Inc. [Member] | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Customer A [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Percentage of accounts receivable, net | 14.00% | 15.00% | |
Customer B [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Percentage of accounts receivable, net | 39.00% | 56.00% | |
Customer C [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Percentage of accounts receivable, net | 10.00% | ||
Customer D [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Percentage of accounts receivable, net | 12.00% | 13.00% |
DESCRIPTION OF BUSINESS AND S_8
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of total revenue - Cepton Technologies, Inc. [Member] | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Customer A [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Percentage of total revenue | 58.00% | 12.00% | 23.00% | |
Customer B [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Percentage of total revenue | 31.00% | 16.00% | 40.00% | |
Customer C [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Percentage of total revenue | 11.00% | 11.00% | ||
Customer D [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Percentage of total revenue | 11.00% | 10.00% | ||
Customer E [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Percentage of total revenue | 13.00% |
DESCRIPTION OF BUSINESS AND S_9
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of accrued warranty liability, which is included as a component of accrued expenses and other current liabilities - Cepton Technologies, Inc. [Member] - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Product Warranty Liability [Line Items] | |||
Beginning balance | $ 40 | $ 31 | $ 20 |
Warranty provision | 33 | 90 | 185 |
Consumption | (24) | (81) | (174) |
Ending balance | $ 49 | $ 40 | $ 31 |
REVENUE (Details) - Schedule _2
REVENUE (Details) - Schedule of total revenue disaggregated by geographic region - Cepton Technologies, Inc. [Member] - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue by geography: | ||||
Revenue | $ 1,333 | $ 810 | $ 2,006 | $ 4,132 |
% of Revenue | 100.00% | 100.00% | 100.00% | 100.00% |
North America [Member] | ||||
Revenue by geography: | ||||
Revenue | $ 252 | $ 347 | $ 721 | $ 1,579 |
% of Revenue | 19.00% | 43.00% | 36.00% | 38.00% |
Asia Pacific [Member] | ||||
Revenue by geography: | ||||
Revenue | $ 875 | $ 435 | $ 1,011 | $ 2,277 |
% of Revenue | 66.00% | 54.00% | 50.00% | 55.00% |
Other [Member] | ||||
Revenue by geography: | ||||
Revenue | $ 206 | $ 28 | $ 274 | $ 276 |
% of Revenue | 15.00% | 3.00% | 14.00% | 7.00% |
FAIR VALUE MEASUREMENT (Details
FAIR VALUE MEASUREMENT (Details) - Schedule assets measured at fair value on a recurring basis - Cepton Technologies, Inc. [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2021 | |
Cash equivalents: | ||
Money market fund | $ 7,192,000 | $ 9,275,000 |
Total cash equivalents | 7,192,000 | |
Short-term investments: | ||
Commercial Paper | 14,587,000 | |
Corporate debt securities | 13,810,000 | 6,343,000 |
Asset-backed Securities | 3,661,000 | 1,103,000 |
Total short-term investments | 32,058,000 | 13,041,000 |
Total assets measured at fair value | 39,250,000 | |
Level 1 [Member] | ||
Cash equivalents: | ||
Money market fund | 7,192,000 | 9,275,000 |
Total cash equivalents | 7,192,000 | |
Short-term investments: | ||
Commercial Paper | ||
Corporate debt securities | ||
Asset-backed Securities | ||
Total short-term investments | ||
Total assets measured at fair value | 7,192,000 | |
Level 2 [Member] | ||
Cash equivalents: | ||
Money market fund | ||
Total cash equivalents | ||
Short-term investments: | ||
Commercial Paper | 14,587,000 | |
Corporate debt securities | 13,810,000 | 6,343,000 |
Asset-backed Securities | 3,661,000 | 1,103,000 |
Total short-term investments | 32,058,000 | 13,041,000 |
Total assets measured at fair value | 32,058,000 | |
Level 3 [Member] | ||
Cash equivalents: | ||
Money market fund | ||
Total cash equivalents | ||
Short-term investments: | ||
Commercial Paper | ||
Corporate debt securities | ||
Asset-backed Securities | ||
Total short-term investments | ||
Total assets measured at fair value |
INVENTORIES (Details) - Sched_2
INVENTORIES (Details) - Schedule of inventories - Cepton Technologies, Inc. [Member] - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory [Line Items] | |||
Raw materials | $ 992 | $ 1,015 | $ 673 |
Work-in-process | 605 | 867 | 429 |
Finished goods | 1,410 | 1,512 | 1,306 |
Total inventories | $ 3,007 | $ 3,394 | $ 2,408 |
PROPERTY AND EQUIPMENT, NET (_3
PROPERTY AND EQUIPMENT, NET (Details) - Schedule of property and equipment - Cepton Technologies, Inc. [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Machinery and equipment | $ 649 | $ 573 | $ 648 |
Automobiles | 50 | 50 | 50 |
Leasehold improvements | 146 | 146 | 146 |
Computer and equipment | 36 | 33 | 53 |
Furniture and fixtures | 68 | 68 | 68 |
Total property, and equipment | 949 | 870 | |
Less: accumulated depreciation and amortization | (492) | (309) | |
Total property, and equipment, net | $ 457 | $ 561 | $ 384 |
ACCRUED EXPENSES AND OTHER CU_4
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - Schedule of accrued expenses - Cepton Technologies, Inc. [Member] - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - Schedule of accrued expenses [Line Items] | |||
Accrued expenses and taxes | $ 2,367 | $ 1,292 | $ 1,192 |
Accrued unvested option liability | 152 | 151 | |
Deferred revenue | 2 | 44 | |
Deferred rent | 130 | 38 | 62 |
Warranty reserve | 49 | 40 | 31 |
Total accrued expenses | $ 2,700 | $ 1,565 | $ 1,285 |
CONVERTIBLE PREFERRED STOCK (_3
CONVERTIBLE PREFERRED STOCK (Details) - Schedule of convertible preferred stock - Cepton Technologies, Inc. [Member] - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Conversion of Stock [Line Items] | |||
Shares Authorized | 22,806,009 | 22,806,009 | 16,872,475 |
Shares Issued and Outstanding | 21,671,491 | 21,671,491 | 15,342,075 |
Aggregate Liquidation Preference (in Dollars) | $ 96,661,482 | $ 96,661,482 | $ 43,661,484 |
Series A [Member] | |||
Conversion of Stock [Line Items] | |||
Issuance Date | Jul. 6, 2016 | Jul. 6, 2016 | Jul. 6, 2016 |
Shares Authorized | 8,000,000 | 8,000,000 | 8,000,000 |
Shares Issued and Outstanding | 8,000,000 | 8,000,000 | 8,000,000 |
Original Issue Price per Share (in Dollars per share) | $ 1 | $ 1 | $ 1 |
Aggregate Liquidation Preference (in Dollars) | $ 8,000,000 | $ 8,000,000 | $ 8,000,000 |
Series B [Member] | |||
Conversion of Stock [Line Items] | |||
Issuance Date | Jul. 13, 2018 | Jul. 13, 2018 | Jul. 13, 2018 |
Shares Authorized | 4,069,600 | 4,069,600 | 5,600,000 |
Shares Issued and Outstanding | 4,069,600 | 4,069,600 | 4,069,600 |
Original Issue Price per Share (in Dollars per share) | $ 6.2500 | $ 6.2500 | $ 6.2500 |
Aggregate Liquidation Preference (in Dollars) | $ 25,435,000 | $ 25,435,000 | $ 25,435,000 |
Series B-1 [Member] | |||
Conversion of Stock [Line Items] | |||
Issuance Date | Jul. 13, 2018 | Jul. 13, 2018 | Jul. 13, 2018 |
Shares Authorized | 3,272,475 | 3,272,475 | 3,272,475 |
Shares Issued and Outstanding | 3,272,475 | 3,272,475 | 3,272,475 |
Original Issue Price per Share (in Dollars per share) | $ 3.1250 | $ 3.1250 | $ 3.1250 |
Aggregate Liquidation Preference (in Dollars) | $ 10,226,484 | $ 10,226,484 | $ 10,226,484 |
Series C [Member] | |||
Conversion of Stock [Line Items] | |||
Issuance Date | Feb. 4, 2020 | Feb. 4, 2020 | |
Shares Authorized | 7,463,934 | 7,463,934 | |
Shares Issued and Outstanding | 6,329,416 | 6,329,416 | |
Original Issue Price per Share (in Dollars per share) | $ 8.3736 | $ 8.3736 | |
Aggregate Liquidation Preference (in Dollars) | $ 52,999,998 | $ 52,999,998 |
STOCK-BASED COMPENSATION (Det_4
STOCK-BASED COMPENSATION (Details) - Schedule of company’s employee and nonemployee stock option activity - Cepton Technologies, Inc. [Member] - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
STOCK-BASED COMPENSATION (Details) - Schedule of company’s employee and nonemployee stock option activity [Line Items] | |||
Shares, Options outstanding beginning balance | 5,221,283 | 5,024,915 | 4,231,042 |
Weighted Average Exercise Price, Options outstanding beginning balance | $ 1.43 | $ 1.14 | $ 0.82 |
Weighted Average Remaining Contract Term (in years), Options outstanding beginning balance | 3 years 25 days | 2 years 10 months 20 days | 8 years 7 months 6 days |
Aggregate Intrinsic Value, Options outstanding beginning balance | $ 8,550 | $ 6,732 | $ 5,844 |
Shares, Granted | 2,214,670 | 1,705,000 | 1,442,000 |
Weighted Average Exercise Price, Granted | $ 11.48 | $ 2.39 | $ 1.97 |
Shares, Exercised | (190,602) | (305,091) | (135,833) |
Weighted Average Exercise Price, Exercised | $ 1.57 | $ 0.23 | |
Shares, Expired/Forfeited | (1,203,541) | (512,294) | |
Weighted Average Exercise Price, Expired/Forfeited | $ 6.67 | $ 1.53 | $ 1.06 |
Shares, Options outstanding ending balance | 5,221,283 | 5,024,915 | |
Weighted Average Exercise Price, Options outstanding ending balance | $ 1.43 | $ 1.14 | |
Weighted Average Remaining Contract Term (in years), Options outstanding ending balance | 7 years 7 months 6 days | 8 years 2 months 12 days | |
Aggregate Intrinsic Value, Options outstanding ending balance | $ 8,550 | $ 6,732 | |
Shares, Exercisable | 2,768,000 | ||
Weighted Average Exercise Price, Exercisable | $ 0.75 | ||
Weighted Average Remaining Contract Term (in years), Exercisable | 6 years 6 months | ||
Aggregate Intrinsic Value, Exercisable | $ 6,419 | ||
Shares, Vested and expected to vest | 7,075,268 | 5,221,283 | |
Weighted Average Exercise Price, Vested and expected to vest | $ 1.43 | ||
Weighted Average Remaining Contract Term (in years), Vested and expected to vest | 7 years 7 months 6 days | ||
Aggregate Intrinsic Value, Vested and expected to vest | $ 8,550 |
STOCK-BASED COMPENSATION (Det_5
STOCK-BASED COMPENSATION (Details) - Schedule of fair value of employee stock options using black-scholes option pricing model with following weighted average assumptions - Cepton Technologies, Inc. [Member] | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Stock-Based Compensation (Details) | ||
Expected life (years) | 6 years 3 months | |
Dividend yield | ||
Minimum [Member] | ||
Stock-Based Compensation (Details) | ||
Expected life (years) | 6 years | |
Risk-free interest rate | 0.36% | 1.63% |
Expected volatility | 50.00% | 50.00% |
Maximum [Member] | ||
Stock-Based Compensation (Details) | ||
Expected life (years) | 6 years 3 months | |
Risk-free interest rate | 1.21% | 2.34% |
Expected volatility | 70.00% | 57.00% |
STOCK-BASED COMPENSATION (Det_6
STOCK-BASED COMPENSATION (Details) - Schedule of stock based compensation expense related to options granted to employees and non employees - Cepton Technologies, Inc. [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
STOCK-BASED COMPENSATION (Details) - Schedule of stock based compensation expense related to options granted to employees and non employees [Line Items] | ||
Total stock-based compensation expense | $ 710 | $ 749 |
Cost of Revenue [Member] | ||
STOCK-BASED COMPENSATION (Details) - Schedule of stock based compensation expense related to options granted to employees and non employees [Line Items] | ||
Total stock-based compensation expense | 27 | 22 |
Research and development expense [Member] | ||
STOCK-BASED COMPENSATION (Details) - Schedule of stock based compensation expense related to options granted to employees and non employees [Line Items] | ||
Total stock-based compensation expense | 564 | 440 |
Selling, general and administrative expense [Member] | ||
STOCK-BASED COMPENSATION (Details) - Schedule of stock based compensation expense related to options granted to employees and non employees [Line Items] | ||
Total stock-based compensation expense | $ 119 | $ 287 |
INCOME TAXES (Details) - Schedu
INCOME TAXES (Details) - Schedule of income (loss) before income taxes - Cepton Technologies, Inc. [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
INCOME TAXES (Details) - Schedule of income (loss) before income taxes [Line Items] | ||
Domestic | $ (19,694) | $ (16,852) |
Foreign | 86 | 102 |
Income (loss) before income taxes | $ (19,608) | $ (16,750) |
INCOME TAXES (Details) - Sche_2
INCOME TAXES (Details) - Schedule of provision for (benefit from) income taxes - Cepton Technologies, Inc. [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | ||
Federal | ||
State | 1 | 1 |
Foreign | 16 | 16 |
Total Current | 17 | 17 |
Deferred: | ||
Federal | ||
State | ||
Foreign | 9 | (10) |
Total Deferred | 9 | (10) |
Provision for (benefit from) income taxes | $ 26 | $ 7 |
INCOME TAXES (Details) - Sche_3
INCOME TAXES (Details) - Schedule of U.S. federal income tax rate - Cepton Technologies, Inc. [Member] | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
INCOME TAXES (Details) - Schedule of U.S. federal income tax rate [Line Items] | ||
U.S. federal provision (benefit) at statutory rate | 21.00% | 21.00% |
State income taxes, net of federal benefit | (0.01%) | (0.01%) |
Foreign income taxes at rates other than the U.S. rate | (0.03%) | 0.09% |
Other permanent items | (0.09%) | (0.25%) |
Stock-based compensation | (0.32%) | (0.45%) |
Research and development credits | 1.93% | 0.65% |
Unrecognized tax benefits | (0.77%) | (0.80%) |
Global intangible low-taxed income | (0.03%) | (0.09%) |
Change in valuation allowance | (21.97%) | (18.59%) |
Payroll tax credit adjustments | 0.16% | 0.19% |
Disallowed favorable transfer pricing adjustment | (1.78%) | |
Effective tax rate | (0.13%) | (0.04%) |
INCOME TAXES (Details) - Sche_4
INCOME TAXES (Details) - Schedule of deferred income tax assets and liabilities - Cepton Technologies, Inc. [Member] - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Accruals and reserves | $ 30 | $ 21 |
Stock-based compensation | 55 | 22 |
Net operating loss carryforward | 13,945 | 8,700 |
Research and development credits | 1,833 | 1,334 |
Valuation allowance | (15,818) | (10,047) |
Total deferred tax assets | 45 | 30 |
Deferred tax liabilities: | ||
Depreciation and amortization | (45) | (20) |
Total deferred tax liabilities | (45) | (20) |
Net deferred tax assets (liabilities) | $ 10 |
INCOME TAXES (Details) - Sche_5
INCOME TAXES (Details) - Schedule of unrecognized tax benefits - Cepton Technologies, Inc. [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
INCOME TAXES (Details) - Schedule of unrecognized tax benefits [Line Items] | ||
Unrecognized tax benefits as of the beginning of the year | $ 1,090 | |
Increases related to prior year tax provisions | 910 | |
Increase related to current year tax provisions | 381 | 180 |
Unrecognized tax benefits as of the end of the year | $ 1,471 | $ 1,090 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES (Details) - Schedule of future minimum lease payments - Cepton Technologies, Inc. [Member] - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
COMMITMENTS AND CONTINGENCIES (Details) - Schedule of future minimum lease payments [Line Items] | ||
2021 | $ 664 | $ 552 |
2022 | 1,719 | 18 |
Total | $ 2,526 | $ 570 |
NET LOSS PER SHARE (Details) _2
NET LOSS PER SHARE (Details) - Schedule of computation of diluted net loss per share - Cepton Technologies, Inc. [Member] - $ / shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock options to purchase common stock | 7,075,268 | 4,365,000 | 5,221,283 | 5,024,915 |
Unvested restricted stock | 87,500 | 125,000 | ||
Preferred shares on an as-converted basis | 21,671,491 | 21,671,491 | 21,671,491 | 15,342,075 |
Class F shares an as-converted basis | 8,372,143 | 8,372,143 | 8,372,143 | 8,402,000 |
Shares issuable upon exercise of warrants | 60,000 | 60,000 | 60,000 | 60,000 |
Total (in Dollars per share) | $ 37,266,402 | $ 34,468,634 | $ 35,449,917 | $ 28,828,990 |