Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2021 | |
Document Information Line Items | |
Entity Registrant Name | GROWTH CAPITAL ACQUISITION CORP. |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 3 |
Entity Central Index Key | 0001498233 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Assets: | |||||
Cash | $ 238,567 | $ 749,737 | $ 2,043 | ||
Prepaid expenses | 45,748 | 114,937 | 20,000 | ||
Total current assets | 284,315 | 864,674 | 22,043 | ||
Investments held in Trust Account | 172,516,064 | 172,505,514 | |||
Total assets | 172,800,379 | 173,370,188 | 22,043 | ||
Liabilities and Shareholders’ Equity: | |||||
Accounts payable and accrued expenses | 575,746 | 73,756 | 20,000 | ||
Total current liabilities | 575,746 | 73,756 | 20,000 | ||
Warrant liability | 13,989,750 | 7,141,500 | |||
Total liabilities | 14,565,496 | 7,215,256 | 20,000 | ||
Commitments Contingencies | |||||
Class A common stock subject to possible redemption ; 16,115,493 shares and 0 shares at March 31, 2021 and 2020, respectively (at redemption value of $10.00 per share) | 172,500,000 | ||||
Class A common stock subject to possible redemption; 17,250,000 shares at September 30, 2021 and March 31, 2021, respectively (at redemption value of $10.00 per share) | 172,500,000 | 172,500,000 | |||
Shareholders’ deficit: | |||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | |||||
Class A common stock, value | |||||
Class B common stock, value | 431 | 431 | 431 | ||
Additional paid-in capital | 148,269 | ||||
Retained earnings (accumulated deficit) | (14,265,548) | (6,345,499) | (146,657) | ||
Total shareholders’ deficit | (14,265,117) | (6,345,068) | 2,043 | ||
Total liabilities and shareholders’ deficit | 172,800,379 | $ 173,370,188 | $ 22,043 | ||
Cepton Technologies, Inc [Member] | |||||
Assets: | |||||
Cash | 7,655,000 | $ 11,312,000 | $ 11,338,000 | ||
Short-term investments | 8,448,000 | 32,058,000 | |||
Accounts receivable | 775,000 | 285,000 | 646,000 | ||
Inventories | 2,840,000 | 3,394,000 | 2,408,000 | ||
Prepaid expenses and other current assets | 5,547,000 | 1,134,000 | 1,296,000 | ||
Total current assets | 25,265,000 | 48,183,000 | 15,688,000 | ||
Property and equipment, net | 432,000 | 457,000 | 561,000 | ||
Other Assets | 373,000 | 94,000 | 94,000 | ||
Total assets | 26,070,000 | 48,734,000 | 16,343,000 | ||
Liabilities and Shareholders’ Equity: | |||||
Accounts payable and accrued expenses | 2,143,000 | 1,214,000 | 524,000 | ||
Accrued expenses and other current liabilities | 2,946,000 | 1,565,000 | 1,285,000 | ||
Current portion of debt | 695,000 | ||||
Total current liabilities | 5,089,000 | 2,779,000 | 2,504,000 | ||
Long-term debt | 1,121,000 | 4,214,000 | |||
Other long-term liabilities | 15,000 | 1,293,000 | 15,000 | ||
Total liabilities | 5,104,000 | 5,193,000 | 6,733,000 | ||
Commitments Contingencies | |||||
Convertible preferred stock – Par value $0.00001 per share – 22,806,009 shares authorized at September 30, 2021 and December 31, 2020; 21,671,491 shares issued and outstanding at September 30, 2021 and December 31, 2020; (aggregate liquidation preference of $96.7 million) | 99,470,000 | 99,470,000 | 46,847,000 | ||
Shareholders’ deficit: | |||||
Common stock value | |||||
Class F stock value | |||||
Additional paid-in capital | 6,155,000 | 2,286,000 | 1,336,000 | ||
Accumulated other comprehensive income | (40,000) | (18,000) | (10,000) | ||
Retained earnings (accumulated deficit) | (84,619,000) | (58,197,000) | (38,563,000) | ||
Total shareholders’ deficit | (78,504,000) | (55,929,000) | (37,237,000) | ||
Total liabilities and shareholders’ deficit | $ 26,070,000 | $ 48,734,000 | $ 16,343,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Sep. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Class A common stock subject to possible redemption | 17,250,000 | 17,250,000 | |||
Redemption value (in Dollars per share) | $ 10 | $ 10 | |||
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 | |||||
Cepton Technologies, Inc [Member] | |||||
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 | 27,507,253 | 27,184,882 | 27,004,791 | ||
Common stock, shares outstanding | 27,507,253 | 27,184,882 | 27,004,791 | ||
Aggregate liquidation preference (in Dollars) | $ 96,700 | $ 96,700 | $ 43,700 | ||
Class A Common Stock | |||||
Class A common stock subject to possible redemption | 17,250,000 | 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 | 0 | 17,250,000 | 0 | ||
Common stock, shares outstanding | 0 | 0 | 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 [Member] | |||||
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 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
General and administrative expenses | $ 1,016,918 | $ 1,083,556 | $ 93,265 | $ 9,683 | ||||||
Loss from operations | (1,016,918) | (1,083,556) | (93,265) | (9,683) | ||||||
Other income (loss): | ||||||||||
Warrant transaction costs | (292,875) | |||||||||
Excess value of UW warrants | (1,293,750) | |||||||||
Unrealized gain(loss) on FV changes of warrants | (5,382,000) | (6,848,250) | 9,936,000 | |||||||
Provision for income taxes | 32 | |||||||||
Interest income and realized gain from sale of treasury securities | 5,514 | |||||||||
Interest income | 4,330 | 11,757 | ||||||||
Net income (loss) | $ (6,394,588) | $ (7,920,049) | $ 8,261,624 | $ (9,715) | ||||||
Cepton Technologies, Inc. [Member] | ||||||||||
Loss from operations | $ (27,518,000) | $ (13,529,000) | $ (19,576,000) | $ (17,004,000) | ||||||
Other income (loss): | ||||||||||
Provision for income taxes | (16,000) | (21,000) | 26,000 | 7,000 | ||||||
Net income (loss) | (26,422,000) | (13,606,000) | (19,634,000) | (16,757,000) | ||||||
Lidar Sensor and Prototype Revenue | 1,989,000 | 1,429,000 | ||||||||
Development Revenue | 1,235,000 | |||||||||
Total Revenue | 3,224,000 | 1,429,000 | 2,006,000 | 4,132,000 | ||||||
Lidar Sensor and Prototype Cost of Revenue | 3,053,000 | 2,567,000 | ||||||||
Development Cost of Revenue | 3,104,000 | |||||||||
Total Cost of Revenue | 6,157,000 | 2,567,000 | 3,746,000 | 3,497,000 | ||||||
Gross Margin | (2,933,000) | (1,138,000) | (1,740,000) | 635,000 | ||||||
Operating expenses: | ||||||||||
Research and development | 14,593,000 | 8,195,000 | 11,666,000 | 11,457,000 | ||||||
Selling, general and administrative | 9,992,000 | 4,196,000 | 6,170,000 | 6,182,000 | ||||||
Total operating expenses | 24,585,000 | 12,391,000 | 17,836,000 | 17,639,000 | ||||||
Other income (expense), net | 1,098,000 | (181,000) | (181,000) | |||||||
Interest income, net | 14,000 | 125,000 | 149,000 | 254,000 | ||||||
Loss before income taxes | $ (26,406,000) | $ (13,585,000) | $ (19,608,000) | $ (16,750,000) | ||||||
Net loss per share, basic and diluted (in Dollars per share) | $ (0.97) | $ (0.5) | $ (0.73) | $ (0.62) | ||||||
Weighted-average shares used in computing net loss per share, basic and diluted (in Shares) | 27,355,884 | 27,058,961 | 27,068,162 | 26,892,775 | ||||||
Other comprehensive loss, net of tax: | ||||||||||
Changes in unrealized gain on available-for-sale securities | $ (4,000) | $ 7,000 | $ 3,000 | |||||||
Foreign currency translation adjustments | (18,000) | (8,000) | (11,000) | (10,000) | ||||||
Total other comprehensive loss, net of tax | (22,000) | (1,000) | (8,000) | (10,000) | ||||||
Comprehensive loss | $ (26,444,000) | $ (13,607,000) | $ (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) | 17,250,000 | 17,250,000 | 2,741,096 | |||||||
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption (in Shares) | (0.3) | 0 | (0.37) | 0 | 1.17 | 0 | ||||
Class B Common Stock | ||||||||||
Other income (loss): | ||||||||||
Basic and diluted weighted average shares outstanding, Class B common stock (in Shares) | 4,312,500 | 4,312,500 | 4,312,500 | 4,312,500 | 4,312,500 | 3,750,000 | ||||
Basic and diluted net income (loss) per share, Class B common stock (in Dollars per share) | $ (0.3) | $ 0 | $ (0.37) | $ 0 | $ 1.17 | $ 0 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders’ Deficit - USD ($) | Class ACommon Stock | Class BCommon Stock | ConvertiblePreferred StockCepton Technologies, Inc | Class FStockCepton Technologies, Inc | Common StockCepton Technologies, Inc | Additional Paid-in CapitalCepton Technologies, Inc | Additional Paid-in Capital | Accumulated DeficitCepton Technologies, Inc | Accumulated 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 | |||||||||||
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 Series C Preferred Stock as a result of automatic conversion of Class F Stock upon sale | ||||||||||||
Issuance of Series C Preferred Stock as a result of automatic conversion of Class F Stock upon sale (in Shares) | 29,857 | (29,857) | ||||||||||
Issuance of common stock upon exercise of stock options | 40,000 | 40,000 | ||||||||||
Issuance of common stock upon exercise of stock options (in Shares) | 79,750 | |||||||||||
Stock-based compensation | 408,000 | 408,000 | ||||||||||
Unrealized gain on available-for-sale, net of tax | 7,000 | 7,000 | ||||||||||
Foreign currency translation adjustment | (8,000) | (8,000) | ||||||||||
Net income (loss) | (13,606,000) | (13,606,000) | ||||||||||
Balance at Sep. 30, 2020 | $ 431 | $ 99,470,000 | 1,784,000 | 152,355 | (52,169,000) | (146,657) | (11,000) | (50,396,000) | 6,129 | |||
Balance (in Shares) at Sep. 30, 2020 | 4,312,500 | 21,671,491 | 8,372,143 | 27,084,541 | ||||||||
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 | |||||||||
Stock transfer | ||||||||||||
Stock transfer (in Shares) | 29,857 | (29,857) | ||||||||||
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 | 225,000 | 225,000 | ||||||||||
Issuance of common stock upon exercise of stock options (in Shares) | 180,091 | |||||||||||
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 | 148,269 | (146,657) | 2,043 | ||||||||
Balance (in Shares) at Jun. 30, 2020 | 4,312,500 | |||||||||||
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 | $ 1,725 | ||||||||||
Sale of 17,250,000 Units on February 2, 2021, net of warrant liability (in Shares) | 17,250,000 | 17,250,000 | ||||||||||
Contribution from stockholder | 4,086 | $ 4,086 | ||||||||||
Net income (loss) | 8,261,624 | 8,261,624 | ||||||||||
Accretion of Class A common stocks subject to possible redemption | (152,355) | (14,460,466) | (14,612,821) | |||||||||
Class A common stock subject to possible redemption | $ (1,725) | (1,725) | ||||||||||
Class A common stock subject to possible redemption (in Shares) | (17,250,000) | |||||||||||
Balance at Mar. 31, 2021 | $ 431 | (6,345,499) | (6,345,068) | |||||||||
Balance (in Shares) at Mar. 31, 2021 | 4,312,500 | |||||||||||
Balance at Jun. 30, 2020 | $ 431 | 148,269 | (146,657) | 2,043 | ||||||||
Balance (in Shares) at Jun. 30, 2020 | 4,312,500 | |||||||||||
Net income (loss) | ||||||||||||
Sale of common stock | 4,086 | 4,086 | ||||||||||
Balance at Sep. 30, 2020 | $ 431 | $ 99,470,000 | 1,784,000 | 152,355 | (52,169,000) | (146,657) | (11,000) | (50,396,000) | 6,129 | |||
Balance (in Shares) at Sep. 30, 2020 | 4,312,500 | 21,671,491 | 8,372,143 | 27,084,541 | ||||||||
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 | 500,000 | 500,000 | ||||||||||
Issuance of common stock upon exercise of stock options (in Shares) | 322,371 | |||||||||||
Stock-based compensation | 3,369,000 | 3,369,000 | ||||||||||
Unrealized gain on available-for-sale, net of tax | (4,000) | (4,000) | ||||||||||
Foreign currency translation adjustment | (18,000) | (18,000) | ||||||||||
Net income (loss) | (26,422,000) | (26,422,000) | ||||||||||
Balance at Sep. 30, 2021 | $ 431 | $ 99,470,000 | 6,155,000 | (84,619,000) | (14,265,548) | (40,000) | (78,504,000) | (14,265,117) | ||||
Balance (in Shares) at Sep. 30, 2021 | 4,312,500 | 21,671,491 | 8,372,143 | 27,507,253 | ||||||||
Balance at Mar. 31, 2021 | $ 431 | (6,345,499) | (6,345,068) | |||||||||
Balance (in Shares) at Mar. 31, 2021 | 4,312,500 | |||||||||||
Net income (loss) | (1,525,461) | (1,525,461) | ||||||||||
Balance at Jun. 30, 2021 | $ 431 | (7,870,960) | (7,870,529) | |||||||||
Balance (in Shares) at Jun. 30, 2021 | 4,312,500 | |||||||||||
Net income (loss) | (6,394,588) | (6,394,588) | ||||||||||
Balance at Sep. 30, 2021 | $ 431 | $ 99,470,000 | $ 6,155,000 | $ (84,619,000) | $ (14,265,548) | $ (40,000) | $ (78,504,000) | $ (14,265,117) | ||||
Balance (in Shares) at Sep. 30, 2021 | 4,312,500 | 21,671,491 | 8,372,143 | 27,507,253 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Shareholders’ Deficit (Parentheticals) | 12 Months Ended |
Mar. 31, 2021shares | |
Statement of Stockholders' Equity [Abstract] | |
Sale of Units | 17,250,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | ||||||||
Net income (loss) | $ (7,920,049) | $ 8,261,624 | $ (9,715) | |||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Realized gain and interest earned on investment held in Trust Account | (10,550) | (5,514) | ||||||
Warrant transaction costs | 292,875 | |||||||
Excess value of UW warrants | 1,293,750 | |||||||
Unrealized gain on Fair Value changes of warrants | 6,848,250 | (9,936,000) | ||||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | 69,189 | (114,937) | ||||||
Accounts payable and accrued expenses | 501,990 | 53,756 | ||||||
Net cash used in operating activities | (511,170) | (154,446) | (9,715) | |||||
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 notes payable – related parties | 135,325 | |||||||
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 | ||||||
Payment of offering costs | (37,400) | (826,946) | ||||||
Proceeds from sale of common stock | 4,086 | |||||||
Net cash provided by financing activities | 102,011 | 173,402,140 | 9,000 | |||||
Net Change in Cash | (511,170) | 102,011 | 747,694 | (715) | ||||
Cash – Beginning | 749,737 | 2,043 | 2,043 | 2,758 | ||||
Cash – Ending | 238,567 | 104,054 | $ 238,567 | $ 104,054 | 749,737 | 2,043 | ||
Supplemental cash flow information | ||||||||
Cash paid for income taxes | 32 | |||||||
Supplemental Disclosure of Non-cash Financing Activities: | ||||||||
Value of Class A common stock subject to possible redemption at February 2, 2021, as restated | 157,887,179 | |||||||
Change in value of Class A common stock subject to possible redemption, as restated | 14,612,821 | |||||||
Initial classification of warrant liability | 17,077,500 | |||||||
Deferred offering costs included in accrued offering costs | 12,210 | $ 20,000 | ||||||
Cepton Technologies, Inc [Member] | ||||||||
Cash Flows from Operating Activities: | ||||||||
Net income (loss) | (26,422,000) | (13,606,000) | $ (19,634,000) | $ (16,757,000) | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation and amortization | 152,000 | 138,000 | 184,000 | 171,000 | ||||
Stock-based compensation | 3,340,000 | 400,000 | 710,000 | 749,000 | ||||
Loss on disposal of PPE | 42,000 | |||||||
(Gain) from debt forgiveness | (1,121,000) | |||||||
Loss on debt extinguishment | 180,000 | 180,000 | ||||||
Amortization and accretion of short-term investments | 246,000 | (5,000) | 120,000 | |||||
Other | (89,000) | (90,000) | 17,000 | |||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable, net | (490,000) | 383,000 | 363,000 | (3,000) | ||||
Inventories, net | 583,000 | (778,000) | (971,000) | (1,728,000) | ||||
Prepaid expenses and other current assets | (4,413,000) | 220,000 | 162,000 | 216,000 | ||||
Other long-term assets | (279,000) | |||||||
Accounts payable | 929,000 | 329,000 | 690,000 | 305,000 | ||||
Accrued expenses | 1,374,000 | (328,000) | 129,000 | (548,000) | ||||
Other long-term liabilities | (1,164,000) | 1,177,000 | 8,000 | |||||
Net cash used in operating activities | (27,223,000) | (13,156,000) | (16,980,000) | (17,570,000) | ||||
Purchases of property and equipment | (162,000) | (3,000) | (80,000) | (148,000) | ||||
Net cash used in investing activities | 23,198,000 | (33,679,000) | (32,256,000) | (147,000) | ||||
Proceeds from long-term security deposit | 1,000 | |||||||
Purchases of short-term investments | (8,455,000) | (33,676,000) | (33,676,000) | |||||
Proceeds from short-term investments | 1,500,000 | |||||||
Proceeds from maturities of short-term investments | 31,815,000 | |||||||
Cash Flows from Financing Activities: | ||||||||
Net cash provided by financing activities | 386,000 | 48,785,000 | 49,222,000 | 5,012,000 | ||||
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 | 386,000 | 40,000 | 225,000 | 30,000 | ||||
Proceeds from convertible preferred stock, net of issuance costs | 52,624,000 | 52,623,000 | ||||||
Effect of exchange rate changes on cash | (18,000) | (8,000) | (12,000) | (10,000) | ||||
Net Change in Cash | (3,657,000) | 1,942,000 | (26,000) | (12,715,000) | ||||
Cash – Beginning | 11,312,000 | 11,338,000 | 11,338,000 | 24,053,000 | ||||
Cash – Ending | $ 7,655,000 | $ 13,280,000 | 7,655,000 | 13,280,000 | 11,312,000 | 11,338,000 | ||
Supplemental cash flow information | ||||||||
Cash paid for interest | 40,000 | 44,000 | ||||||
Cash paid for income taxes | 2,000 | 1,000 | 25,000 | |||||
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||
Changes in accrued purchases of property and equipment | 7,000 | 3,000 | $ (3,000) | $ 3,000 | ||||
Vesting of early exercises of stock options | $ 114,000 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended | 12 Months Ended |
Sep. 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 September 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 2, 2021 and the exercise of Over -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 September 30, 2021, the Company had cash outside the Trust Account of $238,567 and a working capital deficiency of $291,431. All remaining cash held in the Trust Account is generally unavailable for the Company’s use prior to an initial business combination, and is restricted for use either in a Business Combination or to redeem common stock. On February 2, 2021, the Company consummated its IPO (see Note 3) and Private Placement (See Note 4) and the underwriters fully exercised their Over -Allotment -allotment The Company has incurred and expects to continue to incur significant costs in pursuit of its proposed Business Combination (see Note 8). These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to address this with the consummation of the proposed Business Combination in the fourth calendar quarter of 2021. There is no assurance that the Company’s plans to consummate the proposed Business Combination will occur. As such, there is substantial doubt about the Company’s ability to continue as a going concern. 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 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 March 31, 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 2, 2021 and the sale of Over -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. Risks and Uncertainties Management is currently evaluating the impact of the COVID -19 |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 6 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Mar. 31, 2021 | |
Condensed Financial Information Disclosure [Abstract] | ||
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In the Company’s previously issued financial statements, a portion of the public shares were classified as permanent equity to maintain stockholders’ equity greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Thus, the Company can only complete a merger and continue to exist as a public company if there is sufficient Public Shares that do not redeem at the merger and so it is appropriate to classify the portion of its public shares required to keep its stockholders’ equity above the $5,000,000 threshold as “shares not subject to redemption.” In light of recent comment letters issued by the Securities & Exchange Commission (“SEC”) to several special purpose acquisition companies, management re -evaluated -10-99 -evaluation In accordance with SEC Staff Accounting Bulletin No. Impact of the Restatement As Reported Restatement As Restated Unaudited Consolidated Balance Sheet as of June 30, 2021 as adjusted for Temporary Equity related to Public Shares Common Stock subject to possible redemption ($) $ 159,629,470 $ 12,870,530 $ 172,500,000 Common stock Class A, $0.0001 par value $ 128 $ (128 ) $ — Common stock Class B, $0.0001 par value $ 431 $ — $ 431 Additional Paid in Capital $ 1,525,445 $ (1,525,445 ) $ — Retained earnings $ 3,473,997 $ (11,344,957 ) $ (7,870,960 ) Total shareholders’ equity/(deficit) $ 5,000,001 $ (12,870,530 ) $ (7,870,529 ) Number of shares subject to redemption 15,962,947 1,287,053 17,250,000 As Reported Restatement As Restated Unaudited Consolidated Statement of Operations for the three months ended June 30, 2021 Basic and diluted weighted average shares, 16,115,493 1,134,507 17,250,000 Basic and diluted net income per share, redeemable shares $ 0.00 $ (0.07 ) $ (0.07 ) Basic and diluted weighted average shares, non-redeemable shares 5,447,007 (1,134,507 ) 4,312,500 Basic and diluted net income per share, non-redeemable shares $ (0.28 ) $ 0.21 $ (0.07 ) As Reported Restatement As Restated Unaudited Condensed Statement Of Changes In Shareholders’ Equity as of June 30, 2021 Changes in Class A ordinary shares subject to possible redemption, $ 1,525,460 $ (1,525,460 ) $ — Shareholders’ equity $ 5,000,001 $ (12,870,530 ) $ (7,870,529 ) As Reported Restatement As Restated Unaudited Condensed Statement Of Cash Flows For the six months ended June 30, 2021 Non-Cash investing and financing activities Change in Class A ordinary shares subject to possible redemption – APIC $ (1,525,460 ) $ 1,525,460 $ — | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the Company’s condensed financial statements as of September 30, 2021, management identified errors made in its historical financial statements where, at the closing of the Company’s Initial Public Offering (February 2, 2021), the Company had improperly valued and reported its common stock subject to possible redemption. As such, management determined it should restate its previously reported financial statements. The Company previously determined the common stock subject to possible redemption to be equal to the redemption value of $10.00 per share of common stock while also taking into consideration its charter’s requirement that a redemption cannot result in net tangible assets being less than $5,000,001. Upon review of its financial statements for the year ended March 31, 2021, the Company reevaluated the classification of the common stock and determined that the common stock issued during the Initial Public Offering and pursuant to the exercise of the underwriters’ overallotment can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control under ASC 480 -10-S99 -in In connection with the change in presentation for the common stock subject to redemption, the Company also restated its earnings per share calculation to allocate net income (loss) evenly to common stock subject to redemption and those that are not subject to redemption. This presentation contemplates a Business Combination as the most likely outcome, in which case both classes of common stock share pro rata in the income (loss) of the Company. There has been no change in the Company’s total assets, liabilities or operating results. The impact of the restatement on the Company’s financial statements is reflected in the following table: As Reported Restatement As Restated Balance Sheet as of March 31, 2021 Common Stock subject to possible redemption ($) $ 161,154,930 $ 11,345,070 $ 172,500,000 Common stock Class A, $0.0001 par value $ 113 $ (113 ) $ — Common stock Class B, $0.0001 par value $ 431 $ — $ 431 Additional Paid in Capital $ (3,115,509 ) $ 3,115,509 $ — Retained earnings $ 8,114,967 $ (14,460,466 ) $ (6,345,499 ) Total stockholders’ equity/(deficit) $ 5,000,002 $ (11,345,070 ) $ (6,345,068 ) Number of shares subject to redemption 16,115,493 1,134,507 17,250,000 Statement of Operations for the year ended March 31, 2021 Basic and diluted weighted average shares, redeemable shares 2,404,988 336,108 2,741,096 Basic and diluted net income per share, redeemable shares $ — $ 1.17 $ 1.17 Basic and diluted weighted average shares, non-redeemable shares 4,648,608 (336,108 ) 4,312,500 Basic and diluted net income per share, non-redeemable shares $ 1.78 $ (0.61 ) $ 1.17 Statement Of Changes In Stockholders’ Equity (Deficit) for Accretion of Class A common stocks subject to $ — $ (14,612,821 ) $ (14,612,821 ) Class A common stock subject to possible redemption $ (161,154,930 ) $ 161,143,205 $ (1,725 ) Total stockholders’ equity/(deficit) $ 5,000,002 $ (11,345,070 ) $ (6,345,068 ) Statement of Cash Flows for the year ended March 31, 2021 Value of Class A common stock subject to possible redemption at February 2, 2021 $ 151,176,360 $ 6,710,819 $ 157,887,179 Change in value of Class A common stock subject to possible redemption, 9,978,570 $ 4,634,251 $ 14,612,821 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Sep. 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 consolidated 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 consolidated financial statements should be read in conjunction with the Company’s Annual report on Form 10 -K -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 consolidated 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 September 30, 2021, the assets held in the Trust Account were held in cash and Money Market mutual funds. As of September 30, 2021, investment in the Company’s Trust Account consisted of $919 in cash and $172,515,145 in Money Market mutual funds. Money Market funds are characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). 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 consolidated 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 consolidated 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 as a liability at its fair value. This liability is subject to re -measurement -measurement Net Loss Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The Company’s consolidated statement of operations applies the two -class For the Three Months Ended September 30, For the Six Months Ended September 30, 2021 2020 2021 2020 Net Loss $ (6,394,588 ) (7,920,049 ) Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 17,250,000 $ — $ 17,250,000 $ — Net loss available to Class A common $ (5,115,670 ) $ — $ (6,336,039 ) $ — Basic and diluted net loss per share, Class A common stock subject to possible redemption $ (0.30 ) — (0.37 ) — Basic and diluted weighted average shares outstanding, Class B common stock 4,312,500 4,312,500 Net income available to Class B common stock $ (1,278,918 ) $ — $ (1,584,010 ) $ — Basic and diluted net loss per share, (0.30 ) (0.37 ) 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 September, is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the period from September 30, 2021 and March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. Recent Accounting Standards August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020 -06 -20 -40 -06 -06 -06 -converted -06 -06 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. | 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 31, 2021, the assets held in the Trust Account were held in cash, U.S. Treasury Bills and Money Market mutual funds. The Company classifies its United States Treasury Bills as held -to-maturity -to-maturity -to-maturity As of March 31, 2021, investment in the Company’s Trust Account consisted of $919 in cash, $86,253,272 in U.S. Treasury Bills and $86,251,323 in Money Market mutual funds. All of the U.S. Treasury Bills will mature on May 6, 2021. The Company considers all investments with original maturities of more than three months but less than one year to be short -term -term Carrying Amortization Gross Unrealized Fair Value 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 to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year -end Premiums and discounts are amortized or accreted over the life of the related held -to-maturity -interest Common Stock Subject to Possible Redemption (Restated, see Note 2) 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. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. At March 31, 2021, the Class A common stock reflected in the balance sheet is reconciled in the following table: Gross proceeds from IPO $ 172,500,000 Less: Proceeds allocated to Public Warrants (10,608,750 ) Class A common stock issuance costs (4,004,071 ) Plus: Accretion of carrying value to redemption value 14,612,821 Contingently redeemable Class A common stock $ 172,500,000 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 (Loss) per Common Stock (Restated, see Note 2) The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The 13,800,000 potential common stock for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the twelve months ended March 31, 2021. As a result, diluted net income (loss) per common stock is the same as basic net income (loss) per common stock for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the twelve months ended March 31, 2021 For the twelve months ended March 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 3,222,033 $ 5,039,591 $ — $ (9,715 ) Denominator: Weighted-average shares outstanding 2,741,096 4,312,500 — 4,312,500 Basic and diluted net income (loss) per share $ 1.17 $ 1.17 $ (0.00 ) $ (0.00 ) 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 31, 2021. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the period from March 31, 2021 and March 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. 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 | 6 Months Ended | 12 Months Ended |
Sep. 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 months from the closing of the IPO; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company will agree that as soon as practicable, but in no event later than 15 business days, after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Warrants, to cause such registration statement to become effective within 60 business days after the closing of the initial Business Combination and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If the shares issuable upon exercise of the warrants are not registered under the Securities Act by the 60 th Notwithstanding the above, if the Company’s Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. 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 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 months from the closing of the IPO; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company will agree that as soon as practicable, but in no event later than 15 business days, after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Warrants, to cause such registration statement to become effective within 60 business days after the closing of the initial Business Combination and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If the shares issuable upon exercise of the warrants are not registered under the Securities Act by the 60 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 The Company may call the Warrants for redemption (except with respect to the Private Placement Warrants): • • • -day • -trading • |
Private Placement
Private Placement | 6 Months Ended | 12 Months Ended |
Sep. 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 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 |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 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 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 14, 2020, the Sponsor forfeited an aggregate of 2,833,333 On January 7, 2021, three initial stockholders of the Company forfeited an aggregate of 718,750 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 $34,500 and $17,250 in expenses in connection with such services for the six and three months ended September 30, 2021, respectively, as reflected in the accompanying statement of operations. 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 September 30, 2021 and March 31, 2021, 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 over -allotment -share On August 14, 2020, the Sponsor forfeited an aggregate of 2,833,333 On January 7, 2021, three initial stockholders of the Company forfeited an aggregate of 718,750 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 $12,056 in expenses in connection with such services for the period from January 29, 2021 (“Listing Date”) to March 31, 2021, as reflected in the accompanying statement of operations. 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 31, 2021 or (ii) the date on which the Company consummated its IPO. As of March 31, 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 | ||
Cepton Technologies, Inc. [Member] | ||||
Related Party Transactions [Line Items] | ||||
RELATED PARTY TRANSACTIONS | Note 15. Related Party Transactions On February 4, 2020, a customer participated in the Company’s Series C convertible preferred stock financing. Lidar sensor and prototype revenue from this customer and investor was $1,052,000 and $149,000 for the nine months ended September 30, 2021 and 2020, respectively. Development revenue from this customer and investor was $1,235,000 for the nine months ended September 30, 2021. As of September 30, 2021 and December 31, 2020, accounts receivable from this customer and investor was $563,000 and $1,300, respectively. | Note 14. Related Party Transactions On February |
Recurring Fair Value Measuremen
Recurring Fair Value Measurements | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 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 September 30, 2021, the Company’s warrant liability was valued at $13,989,750. Under the guidance in ASC 815 -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 consolidated 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 September 30, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Level 1 Level 2 Level 3 Assets: Investments held in Trust Account-Money Market Mutual Funds 172,516,064 — — 172,516,064 — — Liabilities Warrant Liability – Public Warrants $ 8,711,250 $ — $ — Warrant Liability – Private Warrants — — 5,278,500 $ 8,711,250 $ — $ 5,278,500 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 September 30, March 31, Risk-free interest rate 1.1 % 1.2 % Expected term (years) 5.29 5.58 Expected volatility 15.4 % 10.0 % Stock Price $ 9.88 $ 9.70 Exercise price $ 11.50 $ 11.50 Dividend yield 0.0 % 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 six and three months ended September 30, 2021: Private 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 Change in fair value 2,018,250 Fair value as of September 30, 2021 $ 5,278,500 There were no transfers between levels for the three and six months ended September 30, 2021. | NOTE 7 — FAIR VALUE MEASUREMENTS As of March 31, 2021, investment securities in the Company’s Trust Account consisted of $86,255,170 in U.S. Treasury Bills and $86,255,170 in Money Market mutual funds.. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. 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 31, 2020, the Company did not have any assets or liabilities that were measured at fair value on a recurring basis. 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, 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 31, 2021: Warrant Liability Private Warrants 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): September 30, 2021 Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 5,269 $ — $ — $ 5,269 Total cash equivalents $ 5,269 — — $ 5,269 Short-term investments: Commercial Paper — 4,197 — 4,197 Corporate debt securities — 4,251 — 4,251 Asset-backed Securities — — — — Total short-term investments — 8,448 — 8,448 Total assets measured at fair value $ 5,269 $ 8,448 $ — $ 13,717 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 | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 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 in the IPO. Pursuant to the Company’s registration rights agreement with its initial stockholders, the Company will be liable for certain liquidated damages for failure to honor such holders’ registration rights described herein. There is no defined maximum allowed amount of potential liquidated damages in the registration rights agreement with the Company’s initial stockholders. The Company’s registration rights agreement with its initial stockholders expires upon the earlier of (i) the tenth anniversary of the date it was executed or (ii) the date as of which (A) all of the registrable securities (as defined therein) have been sold pursuant to a registration statement or (B) with respect to any holder, such holder ceasing to hold registrable securities. 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. Proposed Business Combination Agreement On August 4, 2021, the Company and GCAC Merger Sub Inc., a Delaware corporation and newly formed wholly -owned -owned The parties expect the Transactions to be completed in the fourth calendar quarter of 2021, subject to, among other things, the approval of the Transactions by each of the Company’s and Cepton’s stockholders, satisfaction of the conditions stated in the Business Combination Agreement and other customary closing conditions. Cepton Stockholder Support Agreements Concurrently with the execution of the Business Combination Agreement, the Company, Merger Sub and certain Cepton stockholders (the “Supporting Cepton Stockholders”) entered into the Cepton Stockholder Support Agreements (the “Cepton Stockholder Support Agreements”). Each Cepton Stockholder Support Agreement provides, among other things, that on (or effective as of) the third business day following the date that the proxy statement/consent solicitation statement/prospectus is disseminated to Cepton’s stockholders, each Supporting Cepton Stockholder will execute and deliver a written consent with respect to the outstanding shares of Cepton common stock and Cepton preferred stock held by such Supporting Cepton Stockholder adopting the Business Combination Agreement and approving the Transactions. Amended Registration Rights Agreement Contemporaneously with the execution and delivery of the Business Combination Agreement, the Company’s sponsor, Growth Capital Sponsor LLC (the “Sponsor”), Nautilus Carriers LLC (“Nautilus”), HB Strategies LLC (“HB Strategies”), and certain other stockholders of the Company (collectively, the “Initial Holders”), Cepton, and certain Cepton stockholders entered into an amendment (the “Amended Registration Rights Agreement”) to those certain Registration Rights Agreements, each dated as of January 29, 2021, (“Existing Registration Rights Agreement”) by and among the Company and the Initial Holders. Pursuant to the Amended Registration Rights Agreement, the stockholder parties will be provided the right to demand registrations, piggy -back Confidentiality and Lock-Up Agreement Contemporaneously with the execution and delivery of the Business Combination Agreement, certain Cepton stockholders entered into a Confidentiality and Lock -up -Up -Up -day -up -Up Unpaid Expenses and Lock-Up Agreement Contemporaneously with the execution and delivery of the Business Combination Agreement, the Company, Sponsor, Nautilus, HB Strategies, and Cepton entered into an Unpaid Expenses and Lock -Up -Up -Up -Up -up Stockholder Support Agreement Contemporaneously with the execution and delivery of the Business Combination Agreement, Cepton and certain stockholders of the Company entered into Stockholder Support Agreements (the “Stockholder Support Agreements”). Pursuant the Stockholder Support Agreements, the stockholders of the Company party thereto will agree, among other things, to vote their shares of the Company’s Class B common stock in favor of the adoption an approval of the Business Combination Agreement and the Transactions. HB Strategies entered into a substantially similar Stockholder Support Agreement. Subscription Agreements In connection with the proposed business combination between the Company and Cepton, the Company entered into subscription agreements (the “Subscription Agreements”) with the investors named therein (the “PIPE Investors”), pursuant to which the Company agreed to issue and sell to the PIPE Investors approximately $59.5 million of the Company’s Class A common stock immediately prior to closing of the Merger (the “PIPE Investment”). The PIPE Investment is conditioned on the concurrent closing of the Merger and other customary closing conditions. The proceeds from the PIPE Investment will be used to fund a portion of the cash consideration for the proposed business combination. The Subscription Agreements provide for certain customary registration rights for the PIPE Investors. The Business Combination Agreement and related agreements are further described in the Company’s Current Report on Form 8 -K -Up -Up | 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. | ||
Cepton Technologies, Inc. [Member] | ||||
Commitments [Line Items] | ||||
COMMITMENTS | Note 14. 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 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. Rent expense is recognized on a straight -line As of September 30, 2021, future minimum lease payments under all noncancelable operating leases with an initial lease term in excess of one year were as follows (in thousands): September 30, 2021 $ 543 2022 1,853 2023 152 Total $ 2,548 Rent expense under these leases was approximately $1,383,000 and $478,000 for the nine months ended September 30, 2021 and 2020, respectively. 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 | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 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 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 Common Stock. In January 2021, three initial stockholders of the Company forfeited an aggregate of 718,750 -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 of Class B common stock at no cost, which the Company cancelled, resulting in an aggregate of 3,593,750 founder shares outstanding and held by its initial stockholders. On January 29, 2021, the Company effectuated a 1.2 -for-1 | ||
Cepton Technologies, Inc. [Member] | ||||
Shareholders’ Equity [Line Items] | ||||
SHAREHOLDERS’ EQUITY | Note 10. 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 September 30, 2021, the Company had authorized 75,000,000 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 As of September 30, 2021, the Company had authorized 8,402,000 | 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 | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 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 consolidated financial statements were issued. The Company did not identify any subsequent events that would have required adjustment to or disclosure in the consolidated financial statements. | 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 18. Subsequent Events In connection with the preparation of the accompanying consolidated financial statements, the Company has evaluated events and transactions occurring after September 30, 2021 and through December On November -month | 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 | 9 Months Ended | 12 Months Ended | |
Sep. 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 31, 2021 the Company had $254,433 of U.S. federal net operating loss carryovers available to offset future taxable, of 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. 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 31, 2021 and March 31, 2020, the valuation allowance increased $18,428 and $2,033, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate at March 31, 2021 is as follows: 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 13. Income Taxes The Company’s provision for income taxes was $16,000 and $21,000 for the nine months ended September 30, 2021, and 2020, respectively. The Company’s income tax provision for the nine months ended September 30, 2021, was primarily related to income taxes on earnings from its foreign tax jurisdictions. The Company’s income tax provision for the nine months ended September 30, 2020, was due to income taxes on earnings from operations in the U.S. and foreign tax jurisdictions. The decrease in income tax expense for the nine months ended September 30, 2021, as compared to the same period in 2020 was primarily due to lower earnings from its foreign operations for the nine months ended September 30, 2021. 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 the assessment changed. As of September 30, 2021, there were no material changes to either the nature or the amounts of the uncertain tax positions previously determined for the year ended December 31, 2020. On March 27, 2020, the U.S. enacted the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act which provided certain tax relief measures. On December 27, 2020, the U.S. enacted the Consolidated Appropriations Act of 2021 (CAA) which extended and expanded certain tax relief measures created by the CARES Act. On March 11, 2021, the U.S. enacted the American Rescue Plan Act of 2021 (ARPA). Theses legislations have not had a material impact on the Company’s operations to date and the Company will continue to evaluate the impact they may have on its future business. | 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 | 9 Months Ended | 12 Months Ended |
Sep. 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 Merger with Growth Capital Acquisition Corp. In August 2021, the Company entered into a definitive business combination agreement (the “Business Combination Agreement”) with Growth Capital Acquisition Corp. (NASDAQ: GCAC), a special purpose acquisition company. In accordance with the terms and conditions set forth in the Business Combination Agreement: (i) Each share of Company common stock will be converted into the right to receive a number of shares of GCAC Class A common stock equal to (a) (1) the equity value assigned to the Company of $1,500,000,000, divided by (2) the total number of Company outstanding shares, divided by (b) 10; (ii) Each outstanding Company stock option, whether or not exercisable and whether or not vested, will be assumed by GCAC and converted into an option to purchase shares of GCAC Class A common stock. Concurrently with the execution of the Business Combination Agreement, GCAC entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to purchase an aggregate of 5,950,000 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 the year ended December 31, 2020. The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of September 30, 2021, the Company had cash and cash equivalents of $7.7 million, short -term 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 nine months ended September 30, 2021, the Company has concluded that there is substantial doubt about its ability to continue as a going concern for one year after the date that the financial statements are issued. The Company intends to obtain financing through the execution of a merger transaction with GCAC. 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 September 30, 2021 and December 31, 2020 were as follows: September 30, December 31, Customer A — % 15 % Customer B 2 % 39 % Customer C — % 10 % Customer D 13 % 13 % Customer E 73 % — % Customers with revenue equal to or greater than 10% of total revenue for the periods indicated were as follows: Nine Months Nine Months Customer A 71 % 10 % Customer B — % 23 % Customer C — % 16 % Customer D — % — % 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 Significant Accounting Policies There have been no significant changes to the accounting policies during the nine months ended September 30, 2021, as compared to the significant accounting policies described in Note 1 of the “Notes to the Financial Statements” in the Company’s audited financial statements for the year ended December 31, 2020. 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 | 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 | 9 Months Ended | 12 Months Ended |
Sep. 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 country of domicile based on the shipping location of the customer. Total revenue disaggregated by country of domicile is as follows (dollars in thousands): Nine Months Ended 2021 2020 Revenue % of Revenue Revenue % of Revenue Revenue by country of domicile: United States $ 402 12 % $ 488 34 % Japan 2,520 79 % 311 22 % Other 302 9 % 630 44 % Total $ 3,224 100 % $ 1,429 100 % As of September 30, 2021 and December 31, 2020, the Company had $301,000 and $44,000, respectively, of contract liabilities included in accrued expenses and other current liabilities and no contract assets. | Note 2. Revenue The Company disaggregates its revenue from contracts with customers by country of domicile based on the shipping location of the customer. Total revenue disaggregated by country of domicile is as follows (dollars in thousands): Year Ended December 31, 2020 2019 Revenue % of Revenue Revenue % of Revenue Revenue by country of domicile: United States $ 712 35 % $ 1,522 37 % Japan 547 27 % 1,898 46 % Other 747 38 % 712 17 % Total $ 2,006 100 % $ 4,132 100 % As of December |
Inventories
Inventories | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Cepton Technologies, Inc. [Member] | ||
Inventories [Line Items] | ||
Inventories | Note 4. Inventories Inventories consist of the following (in thousands): September 30, December 31, Raw materials $ 936 $ 1,015 Work-in-process 528 867 Finished goods, net 1,376 1,512 Total inventories $ 2,840 $ 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 |
Prepaid Expense and Other Curre
Prepaid Expense and Other Current Assets | 9 Months Ended |
Sep. 30, 2021 | |
Cepton Technologies, Inc. [Member] | |
Prepaid Expense and Other Current Assets [Line Items] | |
Prepaid expense and other current assets | Note 5. Prepaid expense and other current assets Prepaid expense and other current assets consisted of the following as of September 30, 2021 and December 31, 2020 (in thousands): September 30, December 31, Deferred transaction costs $ 2,942 $ — Other prepaid expenses 1,504 83 Payroll tax receivable 980 980 Prepaid insurance 56 68 Prepaid rent 58 2 Other current assets 7 1 Total prepaid expense and other current assets $ 5,547 $ 1,134 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Cepton Technologies, Inc. [Member] | ||
Property and Equipment, Net [Line Items] | ||
Property and Equipment, Net | Note 6. Property and Equipment, Net Property and equipment, at cost, consists of the following as of September 30, 2021 and December 31, 2020 (in thousands): September 30, December 31, Machinery and equipment $ 677 $ 649 Automobiles 50 50 Leasehold improvements 111 146 Computer and equipment 66 36 Furniture and fixtures — 68 Software 3 3 Total property, and equipment 907 952 Less: accumulated depreciation and amortization (475 ) (495 ) Total property and equipment, net $ 432 $ 457 The aggregate depreciation and amortization expenses related to property, and equipment was $152,000 and $138,000 for the nine months ended September 30, 2021 and 2020. During the nine -month | 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Cepton Technologies, Inc. [Member] | ||
Accrued Expenses and Other Current Liabilities [Line Items] | ||
Accrued Expenses and Other Current Liabilities | Note 7. Accrued Expenses and Other Current Liabilities Accrued expenses consisted of the following as of September 30, 2021 and December 31, 2020 (in thousands): September 30, December 31, Accrued expenses and taxes $ 1,976 $ 1,292 Accrued unvested option liability 139 151 Deferred revenue 301 44 Deferred rent 510 38 Warranty reserve 20 40 Total accrued expenses $ 2,946 $ 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Cepton Technologies, Inc. [Member] | ||
Debt [Line Items] | ||
Debt | Note 8. 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 31, 2020. On December 5, 2019, the Company borrowed the full amount of $5,000,000 with a stated interest rate of 5.0% and a maturity date of July 1, 2023. In February 2020, the Company repaid the term loan in full and recognized a loss on extinguishment of $180,000. In connection with the Loan Agreement, the Company issued detachable warrants to purchase an aggregate of 60,000 On April 24, 2020, the Company entered into a promissory note (the “Promissory Note”) with JPMorgan Chase Bank, N.A. that provided for a loan in the amount of $1,120,000 pursuant to the US Small Business Administration’s Paycheck Protection Program (“PPP Loan”) created as part of the recently enacted Coronavirus Aid, Relief, and Economic Security (“CARES”) Act. The PPP Loan had a maturity date of April 24, 2022 and had a fixed interest rate of 0.98% per annum. Monthly amortized principal and interest payments were to be deferred to either (1) the date that US Small Business Administration remits the borrower’s loan forgiveness amount to the lender or (2) if the borrower does not apply for loan forgiveness, 10 months after the end of the borrower’s loan forgiveness covered period. The entirety of the loan was eligible for forgiveness to the extent it was used towards qualifying expenses as described in the CARES Act. On August 25, 2021, the Company received notice from the US Small Business Association that the entire PPP Loan balance and accrued interest were forgiven in full on such date. The Company recorded the loan forgiveness as other income, net in the Company’s condensed consolidated statement of operations and comprehensive loss during the nine months ended September 30, 2021. | 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Cepton Technologies, Inc. [Member] | ||
Convertible Preferred Stock [Line Items] | ||
Convertible Preferred Stock | Note 9. 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 September 30, 2021 were as follows: Issuance 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 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 equity). The preferred stock is not being accreted to its liquidation preference, as it is not probable that the preferred stock will become redeemable as of September 30, 2021. The Company continues to monitor circumstances that may cause the preferred stock to become probable of becoming redeemable. 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Cepton Technologies, Inc. [Member] | ||
Stock-Based Compensation [Line Items] | ||
Stock-Based Compensation | Note 11. Stock-Based Compensation Equity Incentive Plans On July 5, 2016, the Company adopted the 2016 Stock Plan (the Plan) under which 4,800,000 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 two 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 nine months ended September 30, 2021 and the Company did not repurchase any of the unvested restricted shares as of September 30, 2021. The total intrinsic value of outstanding unvested restricted stock awards was $1,022,000 as of September 30, 2021. Incentive Stock Options and Nonqualified Stock Options A summary of the Company’s employee and nonemployee stock option activity for the nine months ended September 30, 2021 is presented below: Options Outstanding Shares Weighted Weighted Aggregate Options outstanding as of December 31, 2020 5,221,283 $ 1.43 7.6 $ 8,550 Granted 2,279,670 11.48 Exercised (266,121 ) 1.45 Expired/Forfeited (190,896 ) 7.47 Options outstanding as of September 30, 2021 7,043,936 $ 4.43 7.6 $ 87,770 Exercisable, September 30, 2021 3,398,628 1.17 6.2 $ 53,411 Vested and expected to vest as of September 30, 2021 7,043,936 $ 4.43 7.6 $ 87,770 During the nine months ended September 30, 2021 and September 30, 2020, the estimated weighted -average -date -based -average Stock-Based Compensation For the nine months ended September 30, 2021 and 2020, the Company recorded stock -based Nine Months Ended 2021 2020 Cost of revenue $ 73 $ 22 Research and development expense 2,184 372 Selling, general and administrative expense 1,083 6 Total stock-based compensation expense $ 3,340 $ 400 For the nine months ended September 30, 2021 and 2020, the Company capitalized $102,000 and $30,000, respectively, of stock -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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Cepton Technologies, Inc. [Member] | ||
Warrants [Line Items] | ||
Warrants | Note 12. Warrants Common Stock Warrants Issued with Borrowings In 2019, in connection with the Loan Agreement, the Company issued a warrant to purchase 30,000 $5,000,000 term loan. The Company recorded the additional warrants on December 5, 2019, when the Company borrowed the full amount of the term loan. Both warrants were immediately exercisable upon issuance and are set to expire in August 2029. The warrants remain outstanding as of September 30, 2021. 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Cepton Technologies, Inc. [Member] | ||
Net Loss Per Share [Line Items] | ||
Net Loss Per Share | Note 16. 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: Nine Months Ended 2021 2020 Stock options to purchase common stock 7,043,936 5,236,000 Unvested restricted stock 68,750 — 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 37,216,320 35,339,634 | 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Cepton Technologies, Inc. [Member] | ||
Segments [Line Items] | ||
Segments | Note 17. 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. Long -lived | 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. Long -lived |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 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 consolidated 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 consolidated financial statements should be read in conjunction with the Company’s Annual report on Form 10 -K -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 consolidated 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 September 30, 2021, the assets held in the Trust Account were held in cash and Money Market mutual funds. As of September 30, 2021, investment in the Company’s Trust Account consisted of $919 in cash and $172,515,145 in Money Market mutual funds. Money Market funds are characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). | Investment Held in Trust Account At March 31, 2021, the assets held in the Trust Account were held in cash, U.S. Treasury Bills and Money Market mutual funds. The Company classifies its United States Treasury Bills as held -to-maturity -to-maturity -to-maturity As of March 31, 2021, investment in the Company’s Trust Account consisted of $919 in cash, $86,253,272 in U.S. Treasury Bills and $86,251,323 in Money Market mutual funds. All of the U.S. Treasury Bills will mature on May 6, 2021. The Company considers all investments with original maturities of more than three months but less than one year to be short -term -term Carrying Amortization Gross Unrealized Fair Value 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 to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year -end Premiums and discounts are amortized or accreted over the life of the related held -to-maturity -interest | ||
Common Stock Subject to Possible Redemption (Restated, see Note 2) | 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 (Restated, see Note 2) 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. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. At March 31, 2021, the Class A common stock reflected in the balance sheet is reconciled in the following table: Gross proceeds from IPO $ 172,500,000 Less: Proceeds allocated to Public Warrants (10,608,750 ) Class A common stock issuance costs (4,004,071 ) Plus: Accretion of carrying value to redemption value 14,612,821 Contingently redeemable Class A common stock $ 172,500,000 | ||
Use of Estimates | Use of Estimates The preparation of consolidated 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 consolidated 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 as a liability at its fair value. This liability is subject to re -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 (Loss) per Common Stock (Restated, see Note 2) | Net Loss Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The Company’s consolidated statement of operations applies the two -class For the Three Months Ended September 30, For the Six Months Ended September 30, 2021 2020 2021 2020 Net Loss $ (6,394,588 ) (7,920,049 ) Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 17,250,000 $ — $ 17,250,000 $ — Net loss available to Class A common $ (5,115,670 ) $ — $ (6,336,039 ) $ — Basic and diluted net loss per share, Class A common stock subject to possible redemption $ (0.30 ) — (0.37 ) — Basic and diluted weighted average shares outstanding, Class B common stock 4,312,500 4,312,500 Net income available to Class B common stock $ (1,278,918 ) $ — $ (1,584,010 ) $ — Basic and diluted net loss per share, (0.30 ) (0.37 ) | Net Income (Loss) per Common Stock (Restated, see Note 2) The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The 13,800,000 potential common stock for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the twelve months ended March 31, 2021. As a result, diluted net income (loss) per common stock is the same as basic net income (loss) per common stock for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the twelve months ended March 31, 2021 For the twelve months ended March 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 3,222,033 $ 5,039,591 $ — $ (9,715 ) Denominator: Weighted-average shares outstanding 2,741,096 4,312,500 — 4,312,500 Basic and diluted net income (loss) per share $ 1.17 $ 1.17 $ (0.00 ) $ (0.00 ) | ||
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 September, is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the period from September 30, 2021 and March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. | 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 31, 2021. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the period from March 31, 2021 and March 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. | ||
Recently Issued Accounting Pronouncements | Recent Accounting Standards August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020 -06 -20 -40 -06 -06 -06 -converted -06 -06 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. | 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. | ||
Description of Business | 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 | |||
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 the year ended December 31, 2020. The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of September 30, 2021, the Company had cash and cash equivalents of $7.7 million, short -term 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 nine months ended September 30, 2021, the Company has concluded that there is substantial doubt about its ability to continue as a going concern for one year after the date that the financial statements are issued. The Company intends to obtain financing through the execution of a merger transaction with GCAC. 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 September 30, 2021 and December 31, 2020 were as follows: September 30, December 31, Customer A — % 15 % Customer B 2 % 39 % Customer C — % 10 % Customer D 13 % 13 % Customer E 73 % — % Customers with revenue equal to or greater than 10% of total revenue for the periods indicated were as follows: | 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 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 | ||
Description of Business | Description of BusinessCepton provides state-of-the-art, intelligent, lidar-based solutions for a range of markets such as automotive (ADAS/AV), smart cities, smart spaces, and smart industrial applications. Cepton’s patented MMT®-based lidar technology enables reliable, scalable, and cost-effective solutions that deliver long range, high resolution 3D perception for smart applications.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 global customer base.Merger with Growth Capital Acquisition Corp.In August 2021, the Company entered into a definitive business combination agreement (the “Business Combination Agreement”) with Growth Capital Acquisition Corp. (NASDAQ: GCAC), a special purpose acquisition company. In accordance with the terms and conditions set forth in the Business Combination Agreement:(i) Each share of Company common stock will be converted into the right to receive a number of shares of GCAC Class A common stock equal to (a) (1) the equity value assigned to the Company of $1,500,000,000, divided by (2) the total number of Company outstanding shares, divided by (b) 10;(ii) Each outstanding Company stock option, whether or not exercisable and whether or not vested, will be assumed by GCAC and converted into an option to purchase shares of GCAC Class A common stock.Concurrently with the execution of the Business Combination Agreement, GCAC entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to purchase an aggregate of 5,950,000 shares of GCAC Class A common stock at a purchase price of $10.00 per share (the “PIPE Investment”). The PIPE Investment is conditioned on the concurrent closing of the Business Combination Agreement and other customary closing conditions. | |||
Product Warranties | Product Warranties The Company typically provides a one -year | 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 nine months ended September 30, 2021, as compared to the significant accounting policies described in Note 1 of the “Notes to the Financial Statements” in the Company’s audited financial statements for the year ended December 31, 2020. | |||
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 Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016 -02 Leases (Topic 842) -of-use -10 -05 -year -02 -13 Measurement of Credit Losses on Financial Instruments |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Mar. 31, 2021 | |
Condensed Financial Information Disclosure [Abstract] | ||
Schedule of financial statements | As Reported Restatement As Restated Unaudited Consolidated Balance Sheet as of June 30, 2021 as adjusted for Temporary Equity related to Public Shares Common Stock subject to possible redemption ($) $ 159,629,470 $ 12,870,530 $ 172,500,000 Common stock Class A, $0.0001 par value $ 128 $ (128 ) $ — Common stock Class B, $0.0001 par value $ 431 $ — $ 431 Additional Paid in Capital $ 1,525,445 $ (1,525,445 ) $ — Retained earnings $ 3,473,997 $ (11,344,957 ) $ (7,870,960 ) Total shareholders’ equity/(deficit) $ 5,000,001 $ (12,870,530 ) $ (7,870,529 ) Number of shares subject to redemption 15,962,947 1,287,053 17,250,000 As Reported Restatement As Restated Unaudited Consolidated Statement of Operations for the three months ended June 30, 2021 Basic and diluted weighted average shares, 16,115,493 1,134,507 17,250,000 Basic and diluted net income per share, redeemable shares $ 0.00 $ (0.07 ) $ (0.07 ) Basic and diluted weighted average shares, non-redeemable shares 5,447,007 (1,134,507 ) 4,312,500 Basic and diluted net income per share, non-redeemable shares $ (0.28 ) $ 0.21 $ (0.07 ) As Reported Restatement As Restated Unaudited Condensed Statement Of Changes In Shareholders’ Equity as of June 30, 2021 Changes in Class A ordinary shares subject to possible redemption, $ 1,525,460 $ (1,525,460 ) $ — Shareholders’ equity $ 5,000,001 $ (12,870,530 ) $ (7,870,529 ) As Reported Restatement As Restated Unaudited Condensed Statement Of Cash Flows For the six months ended June 30, 2021 Non-Cash investing and financing activities Change in Class A ordinary shares subject to possible redemption – APIC $ (1,525,460 ) $ 1,525,460 $ — | As Reported Restatement As Restated Balance Sheet as of March 31, 2021 Common Stock subject to possible redemption ($) $ 161,154,930 $ 11,345,070 $ 172,500,000 Common stock Class A, $0.0001 par value $ 113 $ (113 ) $ — Common stock Class B, $0.0001 par value $ 431 $ — $ 431 Additional Paid in Capital $ (3,115,509 ) $ 3,115,509 $ — Retained earnings $ 8,114,967 $ (14,460,466 ) $ (6,345,499 ) Total stockholders’ equity/(deficit) $ 5,000,002 $ (11,345,070 ) $ (6,345,068 ) Number of shares subject to redemption 16,115,493 1,134,507 17,250,000 Statement of Operations for the year ended March 31, 2021 Basic and diluted weighted average shares, redeemable shares 2,404,988 336,108 2,741,096 Basic and diluted net income per share, redeemable shares $ — $ 1.17 $ 1.17 Basic and diluted weighted average shares, non-redeemable shares 4,648,608 (336,108 ) 4,312,500 Basic and diluted net income per share, non-redeemable shares $ 1.78 $ (0.61 ) $ 1.17 Statement Of Changes In Stockholders’ Equity (Deficit) for Accretion of Class A common stocks subject to $ — $ (14,612,821 ) $ (14,612,821 ) Class A common stock subject to possible redemption $ (161,154,930 ) $ 161,143,205 $ (1,725 ) Total stockholders’ equity/(deficit) $ 5,000,002 $ (11,345,070 ) $ (6,345,068 ) Statement of Cash Flows for the year ended March 31, 2021 Value of Class A common stock subject to possible redemption at February 2, 2021 $ 151,176,360 $ 6,710,819 $ 157,887,179 Change in value of Class A common stock subject to possible redemption, 9,978,570 $ 4,634,251 $ 14,612,821 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Mar. 31, 2021 | |
Accounting Policies [Abstract] | ||
Schedule of basic and diluted net income per common share | For the Three Months Ended September 30, For the Six Months Ended September 30, 2021 2020 2021 2020 Net Loss $ (6,394,588 ) (7,920,049 ) Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 17,250,000 $ — $ 17,250,000 $ — Net loss available to Class A common $ (5,115,670 ) $ — $ (6,336,039 ) $ — Basic and diluted net loss per share, Class A common stock subject to possible redemption $ (0.30 ) — (0.37 ) — Basic and diluted weighted average shares outstanding, Class B common stock 4,312,500 4,312,500 Net income available to Class B common stock $ (1,278,918 ) $ — $ (1,584,010 ) $ — Basic and diluted net loss per share, (0.30 ) (0.37 ) | For the twelve months ended March 31, 2021 For the twelve months ended March 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 3,222,033 $ 5,039,591 $ — $ (9,715 ) Denominator: Weighted-average shares outstanding 2,741,096 4,312,500 — 4,312,500 Basic and diluted net income (loss) per share $ 1.17 $ 1.17 $ (0.00 ) $ (0.00 ) |
Schedule of held to maturity securities | Carrying Amortization Gross Unrealized Fair Value 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 | |
Schedule of common stock reflected in the balance sheet | Gross proceeds from IPO $ 172,500,000 Less: Proceeds allocated to Public Warrants (10,608,750 ) Class A common stock issuance costs (4,004,071 ) Plus: Accretion of carrying value to redemption value 14,612,821 Contingently redeemable Class A common stock $ 172,500,000 |
Recurring Fair Value Measurem_2
Recurring Fair Value Measurements (Tables) | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 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 172,516,064 — — 172,516,064 — — Liabilities Warrant Liability – Public Warrants $ 8,711,250 $ — $ — Warrant Liability – Private Warrants — — 5,278,500 $ 8,711,250 $ — $ 5,278,500 | 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 September 30, March 31, Risk-free interest rate 1.1 % 1.2 % Expected term (years) 5.29 5.58 Expected volatility 15.4 % 10.0 % Stock Price $ 9.88 $ 9.70 Exercise price $ 11.50 $ 11.50 Dividend yield 0.0 % 0.0 % | Input March 31, 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 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 Change in fair value 2,018,250 Fair value as of September 30, 2021 $ 5,278,500 | Warrant Liability Private Warrants 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 | September 30, 2021 Level 1 Level 2 Level 3 Total Cash equivalents: Money market fund $ 5,269 $ — $ — $ 5,269 Total cash equivalents $ 5,269 — — $ 5,269 Short-term investments: Commercial Paper — 4,197 — 4,197 Corporate debt securities — 4,251 — 4,251 Asset-backed Securities — — — — Total short-term investments — 8,448 — 8,448 Total assets measured at fair value $ 5,269 $ 8,448 $ — $ 13,717 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 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Cepton Technologies, Inc. [Member] | ||
Commitments and Contingencies (Tables) [Line Items] | ||
Schedule of future minimum lease payments | September 30, 2021 $ 543 2022 1,853 2023 152 Total $ 2,548 | December 31, 2021 $ 552 2022 18 Total $ 570 |
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] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Description of Business and Summary of Significant Accounting Policies (Tables) [Line Items] | ||
Schedule of accounts receivable, net | September 30, December 31, Customer A — % 15 % Customer B 2 % 39 % Customer C — % 10 % Customer D 13 % 13 % Customer E 73 % — % | December 31, 2020 2019 Customer A 15 % — % Customer B 39 % 56 % Customer C 10 % — % Customer D 13 % — % |
Schedule of total revenue | Nine Months Nine Months Customer A 71 % 10 % Customer B — % 23 % Customer C — % 16 % Customer D — % — % | 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 | 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) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Cepton Technologies, Inc. [Member] | ||
Revenue (Tables) [Line Items] | ||
Schedule of total revenue disaggregated by geographic region | Nine Months Ended 2021 2020 Revenue % of Revenue Revenue % of Revenue Revenue by country of domicile: United States $ 402 12 % $ 488 34 % Japan 2,520 79 % 311 22 % Other 302 9 % 630 44 % Total $ 3,224 100 % $ 1,429 100 % | Year Ended December 31, 2020 2019 Revenue % of Revenue Revenue % of Revenue Revenue by country of domicile: United States $ 712 35 % $ 1,522 37 % Japan 547 27 % 1,898 46 % Other 747 38 % 712 17 % Total $ 2,006 100 % $ 4,132 100 % |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Cepton Technologies, Inc. [Member] | ||
Inventories (Tables) [Line Items] | ||
Schedule of inventories | September 30, December 31, Raw materials $ 936 $ 1,015 Work-in-process 528 867 Finished goods, net 1,376 1,512 Total inventories $ 2,840 $ 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 |
Prepaid Expense and Other Cur_2
Prepaid Expense and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Cepton Technologies, Inc. [Member] | |
Prepaid Expense and Other Current Assets (Tables) [Line Items] | |
Schedule of prepaid expense and other current assets | September 30, December 31, Deferred transaction costs $ 2,942 $ — Other prepaid expenses 1,504 83 Payroll tax receivable 980 980 Prepaid insurance 56 68 Prepaid rent 58 2 Other current assets 7 1 Total prepaid expense and other current assets $ 5,547 $ 1,134 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Cepton Technologies, Inc. [Member] | ||
Property and Equipment, Net (Tables) [Line Items] | ||
Schedule of property and equipment | September 30, December 31, Machinery and equipment $ 677 $ 649 Automobiles 50 50 Leasehold improvements 111 146 Computer and equipment 66 36 Furniture and fixtures — 68 Software 3 3 Total property, and equipment 907 952 Less: accumulated depreciation and amortization (475 ) (495 ) Total property and equipment, net $ 432 $ 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) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Cepton Technologies, Inc. [Member] | ||
Accrued Expenses and Other Current Liabilities (Tables) [Line Items] | ||
Schedule of accrued expenses | September 30, December 31, Accrued expenses and taxes $ 1,976 $ 1,292 Accrued unvested option liability 139 151 Deferred revenue 301 44 Deferred rent 510 38 Warranty reserve 20 40 Total accrued expenses $ 2,946 $ 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) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Cepton Technologies, Inc. [Member] | ||
Convertible Preferred Stock (Tables) [Line Items] | ||
Schedule of convertible preferred stock | Issuance 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, 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] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Stock-Based Compensation (Tables) [Line Items] | ||
Schedule of employee and nonemployee stock option activity | Options Outstanding Shares Weighted Weighted Aggregate Options outstanding as of December 31, 2020 5,221,283 $ 1.43 7.6 $ 8,550 Granted 2,279,670 11.48 Exercised (266,121 ) 1.45 Expired/Forfeited (190,896 ) 7.47 Options outstanding as of September 30, 2021 7,043,936 $ 4.43 7.6 $ 87,770 Exercisable, September 30, 2021 3,398,628 1.17 6.2 $ 53,411 Vested and expected to vest as of September 30, 2021 7,043,936 $ 4.43 7.6 $ 87,770 | 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 non employees | Nine Months Ended 2021 2020 Cost of revenue $ 73 $ 22 Research and development expense 2,184 372 Selling, general and administrative expense 1,083 6 Total stock-based compensation expense $ 3,340 $ 400 | 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 |
Schedule of fair value of employee stock option grants | 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 — — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 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 | Nine Months Ended 2021 2020 Stock options to purchase common stock 7,043,936 5,236,000 Unvested restricted stock 68,750 — 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 37,216,320 35,339,634 | 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 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Feb. 02, 2021 | Sep. 30, 2021 | Mar. 31, 2021 |
Description of Organization and Business Operations (Details) [Line Items] | |||
Share price (in Dollars per share) | $ 10 | ||
Gross proceeds | $ 5,175,000 | $ 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 | $ 919 | 919 |
Assets held in trust, price per unit (in Dollars per share) | $ 10 | $ 10 | |
Dissolution expenses | $ 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 | 238,567 | ||
Working Capital | $ 291,431 | ||
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. | ||
Net assets | 80.00% | ||
Initial Public Offering [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Number of units issued (in Shares) | 17,250,000 | ||
Share price (in Dollars per share) | $ 10 | ||
Gross proceeds | $ 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 | ||
Share price (in Dollars per share) | $ 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] | |||
Dissolution expenses | $ 100,000 | ||
Description of initial business combination | 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 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 $10.00 per share due to reductions in the value of the trust assets, less interest released to pay taxes, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Mar. 31, 2021 | |
Restatement of Previously Issued Financial Statements (Details) [Line Items] | ||
Financial statements, description | a portion of the public shares were classified as permanent equity to maintain stockholders’ equity greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Thus, the Company can only complete a merger and continue to exist as a public company if there is sufficient Public Shares that do not redeem at the merger and so it is appropriate to classify the portion of its public shares required to keep its stockholders’ equity above the $5,000,000 threshold as “shares not subject to redemption.” | |
Net tangible assets | $ 5,000,001 | |
Common Stock [Member] | ||
Restatement of Previously Issued Financial Statements (Details) [Line Items] | ||
Outstanding shares percentage | 10.00% |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details) - Schedule of financial statements - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
As Reported [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Common Stock subject to possible redemption ($) | $ 159,629,470 | $ 159,629,470 | |
Common stock Class A, $0.0001 par value | 128 | 128 | |
Common stock Class B, $0.0001 par value | 431 | 431 | $ 431 |
Additional Paid in Capital | 1,525,445 | 1,525,445 | |
Retained earnings | 3,473,997 | 3,473,997 | |
Total shareholders’ equity/(deficit) | $ 5,000,001 | $ 5,000,001 | |
Number of shares subject to redemption (in Shares) | 15,962,947 | 15,962,947 | 16,115,493 |
Basic and diluted weighted average shares, redeemable shares (in Shares) | 16,115,493 | ||
Basic and diluted net income per share, redeemable shares (in Dollars per share) | $ 0 | ||
Basic and diluted weighted average shares, non-redeemable shares (in Shares) | 5,447,007 | ||
Basic and diluted net income per share, non-redeemable shares (in Dollars per share) | $ (0.28) | ||
Changes in Class A ordinary shares subject to possible redemption, | $ 1,525,460 | ||
Shareholders’ equity | 5,000,001 | ||
Change in Class A ordinary shares subject to possible redemption – APIC | $ (1,525,460) | $ 9,978,570 | |
Restatement [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Common Stock subject to possible redemption ($) | 12,870,530 | 12,870,530 | |
Common stock Class A, $0.0001 par value | (128) | (128) | |
Common stock Class B, $0.0001 par value | |||
Additional Paid in Capital | (1,525,445) | (1,525,445) | |
Retained earnings | (11,344,957) | (11,344,957) | |
Total shareholders’ equity/(deficit) | $ (12,870,530) | $ (12,870,530) | |
Number of shares subject to redemption (in Shares) | 1,287,053 | 1,287,053 | 1,134,507 |
Basic and diluted weighted average shares, redeemable shares (in Shares) | 1,134,507 | ||
Basic and diluted net income per share, redeemable shares (in Dollars per share) | $ (0.07) | ||
Basic and diluted weighted average shares, non-redeemable shares (in Shares) | (1,134,507) | ||
Basic and diluted net income per share, non-redeemable shares (in Dollars per share) | $ 0.21 | ||
Changes in Class A ordinary shares subject to possible redemption, | $ (1,525,460) | ||
Shareholders’ equity | (12,870,530) | ||
Change in Class A ordinary shares subject to possible redemption – APIC | $ 1,525,460 | $ 4,634,251 | |
As Restated [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Common Stock subject to possible redemption ($) | 172,500,000 | 172,500,000 | |
Common stock Class A, $0.0001 par value | |||
Common stock Class B, $0.0001 par value | 431 | 431 | $ 431 |
Additional Paid in Capital | |||
Retained earnings | (7,870,960) | (7,870,960) | |
Total shareholders’ equity/(deficit) | $ (7,870,529) | $ (7,870,529) | |
Number of shares subject to redemption (in Shares) | 17,250,000 | 17,250,000 | 17,250,000 |
Basic and diluted weighted average shares, redeemable shares (in Shares) | 17,250,000 | ||
Basic and diluted net income per share, redeemable shares (in Dollars per share) | $ (0.07) | ||
Basic and diluted weighted average shares, non-redeemable shares (in Shares) | 4,312,500 | ||
Basic and diluted net income per share, non-redeemable shares (in Dollars per share) | $ (0.07) | ||
Changes in Class A ordinary shares subject to possible redemption, | |||
Shareholders’ equity | $ (7,870,529) | ||
Change in Class A ordinary shares subject to possible redemption – APIC | $ 14,612,821 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Mar. 31, 2021 | Feb. 02, 2021 | 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 | |
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 | $ 172,515,145 | 86,251,323 | ||
U.S. Treasury Bills [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Assets held in trust | $ 86,253,272 | |||
Common Stock [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Warrants outstanding (in Shares) | 13,800,000 | |||
Class A Common Stock [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Warrants Exercisable (in Shares) | 260 |
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 | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule of basic and diluted net income per common share [Abstract] | ||||
Net Loss | $ (6,394,588) | $ (7,920,049) | ||
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption (in Shares) | 17,250,000 | 17,250,000 | ||
Net loss available to Class A common stock | $ (5,115,670) | $ (6,336,039) | ||
Basic and diluted net loss per share, Class A common stock subject to possible redemption | $ (0.3) | $ (0.37) | ||
Basic and diluted weighted average shares outstanding, Class B common stock (in Shares) | 4,312,500 | 4,312,500 | ||
Net income available to Class B common stock | $ (1,278,918) | $ (1,584,010) | ||
Basic and diluted net loss per share, Class B common stock (in Dollars per share) | $ (0.3) | $ (0.37) |
Public Offering (Details)
Public Offering (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Sep. 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 warrant holders.• 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 | $ 11.5 | $ 11.5 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Mar. 31, 2021 | |
Private Placement [Abstract] | ||
Number of warrants issued | 5,175,000 | 5,175,000 |
Gross proceeds | $ 5,175,000 | $ 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 | Sep. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2021 | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Mar. 31, 2021USD ($)$ / 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. | (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) | $ | $ 12,056 | ||||||||||||||||||
Promissory notes without interest (in Dollars) | $ | $ 300,000 | $ 300,000 | $ 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 | $ 1 | |||||||||||||||
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 | $ 0.00001 | |||||||||||
Common stock, shares outstanding | 27,507,253 | 27,507,253 | 27,507,253 | 27,184,882 | 27,004,791 | ||||||||||||||
Number of independent directors | 2 | ||||||||||||||||||
Revenue from customer and investor (in Dollars) | $ | $ 320,000 | ||||||||||||||||||
Accounts receivable from customer and investor (in Dollars) | $ | $ 563,000 | $ 563,000 | $ 563,000 | $ 1,300 | $ 1,300 | ||||||||||||||
Revenue from customer and investor (in Dollars) | $ | $ 1,052,000 | $ 149,000 | |||||||||||||||||
Threshold minimum aggregate fair market value as a percentage of the assts held in the Trust Account | 1235000.00% | ||||||||||||||||||
Business Combination [Member] | |||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||
Expenses incurred in business combination (in Dollars) | $ | $ 17,250 | $ 34,500 | |||||||||||||||||
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 | ||||||||||||||||||
Hb Strategies Llc [Member] | |||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||
Number of shares issued | 718,750 | ||||||||||||||||||
Nautilus Carriers Llc And Hb Strategies Llc [Member] | |||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||
Aggregate purchase price (in Dollars) | $ | $ 4,086 | ||||||||||||||||||
Class B Common Stock [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 | ||||||||||||
Class B Common Stock [Member] | Sponsor [Member] | |||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||
Number of shares were forfeited | 2,833,333 | ||||||||||||||||||
Number of independent directors | 3 | ||||||||||||||||||
Class B Common Stock [Member] | Nautilus [Member] | |||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||
Number of shares issued | 1,379,167 | ||||||||||||||||||
Aggregate purchase price (in Dollars) | $ | $ 2,043 | ||||||||||||||||||
Class B Common Stock [Member] | Hb Strategies Llc [Member] | |||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||
Number of shares issued | 1,379,167 | ||||||||||||||||||
Aggregate purchase price (in Dollars) | $ | $ 2,043 | ||||||||||||||||||
Class B Common Stock [Member] | Founder Shares [Member] | |||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||
Shares subject to forfeiture | 562,500 | ||||||||||||||||||
Class B Common Stock [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 ($) | Sep. 30, 2021 | Mar. 31, 2021 |
Recurring Fair Value Measurements (Details) [Line Items] | ||
Warrant liability | $ 13,989,750 | |
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 | Sep. 30, 2021USD ($) |
Level 1 [Member] | |
Assets: | |
Investments held in Trust Account | $ 172,516,064 |
Liabilities | |
Warrant Liability | 8,711,250 |
Level 1 [Member] | Money Market Mutual Funds [Member] | |
Assets: | |
Investments held in Trust Account | 172,516,064 |
Level 2 [Member] | |
Assets: | |
Investments held in Trust Account | |
Liabilities | |
Warrant Liability | |
Level 2 [Member] | Money Market Mutual Funds [Member] | |
Assets: | |
Investments held in Trust Account | |
Level 3 [Member] | |
Assets: | |
Investments held in Trust Account | |
Liabilities | |
Warrant Liability | 5,278,500 |
Level 3 [Member] | Money Market Mutual Funds [Member] | |
Assets: | |
Investments held in Trust Account | |
Public Warrants [Member] | Level 1 [Member] | |
Liabilities | |
Warrant Liability | 8,711,250 |
Public Warrants [Member] | Level 2 [Member] | |
Liabilities | |
Warrant Liability | |
Public Warrants [Member] | Level 3 [Member] | |
Liabilities | |
Warrant Liability | |
Private Warrants [Member] | Level 1 [Member] | |
Liabilities | |
Warrant Liability | |
Private Warrants [Member] | Level 2 [Member] | |
Liabilities | |
Warrant Liability | |
Private Warrants [Member] | Level 3 [Member] | |
Liabilities | |
Warrant Liability | $ 5,278,500 |
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 | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Mar. 31, 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 | 1.10% | 1.20% | 1.20% |
Expected term (years) | 5 years 3 months 14 days | 5 years 6 months 29 days | 5 years 6 months 29 days |
Expected volatility | 15.40% | 10.00% | 10.00% |
Stock Price (in Dollars per share) | $ 9.88 | $ 9.7 | $ 9.7 |
Exercise price (in Dollars per share) | $ 11.5 | $ 11.5 | $ 11.5 |
Dividend yield | 0.00% | 0.00% | 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 - USD ($) | 3 Months Ended | |
Sep. 30, 2021 | Jun. 30, 2021 | |
Schedule of the changes in the fair value of the Level 3 assets and liabilities measured at fair value [Abstract] | ||
Fair value as of beginning balance | $ 3,260,250 | $ 2,742,750 |
Change in fair value | 2,018,250 | 517,500 |
Fair value as of ending balance | $ 5,278,500 | $ 3,260,250 |
Commitments (Details)
Commitments (Details) - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 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 | ||||
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 | $ 1,383,000 | $ 478,000 | $ 654,000 | $ 656,000 | ||
Business Combination [Member] | ||||||
Commitments (Details) [Line Items] | ||||||
Unpaid expenses | $ 10,000,000 | |||||
Sell to PIPE Investors | $ 59.5 | $ 59.5 | ||||
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 |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) | Jan. 07, 2021shares | Aug. 14, 2020shares | Jul. 01, 2012shares | Jan. 31, 2021shares | Jan. 29, 2021shares | Feb. 24, 2020shares | Jun. 30, 2021shares | Sep. 30, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares | Mar. 31, 2021$ / sharesshares | Feb. 02, 2021$ / shares | Jul. 08, 2020USD ($)$ / 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 | ||||||||||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||
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. | 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 | |||||||||||||||||
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 | 16,872,475 | ||||||||||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||||
Common stock, shares authorized | 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 | |||||||||||
Common stock, shares issued | 27,507,253 | 27,184,882 | 27,004,791 | 75,000,000 | 60,000,000 | ||||||||||||
Common stock, shares outstanding | 27,507,253 | 27,184,882 | 27,004,791 | ||||||||||||||
Common stock vote per share (in Dollars per share) | $ / shares | $ 1 | $ 1 | |||||||||||||||
Number of board of directors | 2 | ||||||||||||||||
Stock over a service period | 4 years | 4 years | |||||||||||||||
Preferred stock, shares issued | 21,671,491 | 21,671,491 | 15,342,075 | 22,806,009 | |||||||||||||
Number of board of directors | 2 | ||||||||||||||||
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 | ||||||||||||||||
Hb Strategies Llc [Member] | |||||||||||||||||
Shareholders’ Equity (Details) [Line Items] | |||||||||||||||||
Number of shares issued | 718,750 | ||||||||||||||||
Class B Common Stock [Member] | |||||||||||||||||
Shareholders’ Equity (Details) [Line Items] | |||||||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||
Common stock, shares issued | 0 | 17,250,000 | 0 | ||||||||||||||
Common stock, shares outstanding | 0 | 0 | 0 | 0 | |||||||||||||
Common stock subject to possible redemption | 17,250,000 | 17,250,000 | |||||||||||||||
Class B Common Stock [Member] | |||||||||||||||||
Shareholders’ Equity (Details) [Line Items] | |||||||||||||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||
Common stock, shares issued | 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 | ||||||||||||
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] | Nautilus [Member] | |||||||||||||||||
Shareholders’ Equity (Details) [Line Items] | |||||||||||||||||
Number of shares issued | 1,379,167 | ||||||||||||||||
Class B Common Stock [Member] | Hb Strategies Llc [Member] | |||||||||||||||||
Shareholders’ Equity (Details) [Line Items] | |||||||||||||||||
Number of shares issued | 1,379,167 | ||||||||||||||||
Class B Common Stock [Member] | Sponsor [Member] | |||||||||||||||||
Shareholders’ Equity (Details) [Line Items] | |||||||||||||||||
Number of shares were forfeited | 2,833,333 | ||||||||||||||||
Number of board of directors | 3 | ||||||||||||||||
Class F [Member] | Cepton Technologies, Inc. [Member] | |||||||||||||||||
Shareholders’ Equity (Details) [Line Items] | |||||||||||||||||
Common stock, shares authorized | 8,402,000 | ||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||||
Common stock, shares issued | 8,372,143 | 8,372,143 | 8,402,000 | 8,450,000 | 8,500,000 | ||||||||||||
Common stock, shares outstanding | 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) - Cepton Technologies, Inc. [Member] | 1 Months Ended | |
Nov. 24, 2021USD ($)shares | Apr. 15, 2021USD ($)ft² | |
Subsequent Event [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Equity value | $ 100,000,000 | |
GCAC [Member] | Subsequent Event [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Aggregate of shares (in Shares) | shares | 150,000 | |
Forecast [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 |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements (Details) - Schedule of financial statements - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Mar. 31, 2021 | |
As Reported [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Common stock subject to possible redemption | $ 161,154,930 | |
Common stock Class A, $0.0001 par value | 113 | |
Common stock Class B, $0.0001 par value | $ 431 | 431 |
Additional Paid in Capital | (3,115,509) | |
Retained earnings | 8,114,967 | |
Total stockholders’ equity/(deficit) | $ 5,000,002 | |
Number of shares subject to redemption (in Shares) | 15,962,947 | 16,115,493 |
Basic and diluted weighted average shares, redeemable shares (in Shares) | 2,404,988 | |
Basic and diluted weighted average shares, non-redeemable shares (in Shares) | 4,648,608 | |
Basic and diluted net income per share, non-redeemable shares (in Dollars per share) | $ 1.78 | |
Class A common stock subject to possible redemption | $ (161,154,930) | |
Value of Class A common stock subject to possible redemption at February 2, 2021 | 151,176,360 | |
Change in value of Class A common stock subject to possible redemption, | $ (1,525,460) | 9,978,570 |
Restatement [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Common stock subject to possible redemption | 11,345,070 | |
Common stock Class A, $0.0001 par value | (113) | |
Common stock Class B, $0.0001 par value | ||
Additional Paid in Capital | 3,115,509 | |
Retained earnings | (14,460,466) | |
Total stockholders’ equity/(deficit) | $ (11,345,070) | |
Number of shares subject to redemption (in Shares) | 1,287,053 | 1,134,507 |
Basic and diluted weighted average shares, redeemable shares (in Shares) | 336,108 | |
Basic and diluted net income per share, redeemable shares (in Dollars per share) | $ 1.17 | |
Basic and diluted weighted average shares, non-redeemable shares (in Shares) | (336,108) | |
Basic and diluted net income per share, non-redeemable shares (in Dollars per share) | $ (0.61) | |
Accretion of Class A common stocks subject to possible redemption | $ (14,612,821) | |
Class A common stock subject to possible redemption | 161,143,205 | |
Value of Class A common stock subject to possible redemption at February 2, 2021 | 6,710,819 | |
Change in value of Class A common stock subject to possible redemption, | $ 1,525,460 | 4,634,251 |
As Restated [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Common stock subject to possible redemption | 172,500,000 | |
Common stock Class A, $0.0001 par value | ||
Common stock Class B, $0.0001 par value | $ 431 | 431 |
Additional Paid in Capital | ||
Retained earnings | (6,345,499) | |
Total stockholders’ equity/(deficit) | $ (6,345,068) | |
Number of shares subject to redemption (in Shares) | 17,250,000 | 17,250,000 |
Basic and diluted weighted average shares, redeemable shares (in Shares) | 2,741,096 | |
Basic and diluted net income per share, redeemable shares (in Dollars per share) | $ 1.17 | |
Basic and diluted weighted average shares, non-redeemable shares (in Shares) | 4,312,500 | |
Basic and diluted net income per share, non-redeemable shares (in Dollars per share) | $ 1.17 | |
Accretion of Class A common stocks subject to possible redemption | $ (14,612,821) | |
Class A common stock subject to possible redemption | (1,725) | |
Value of Class A common stock subject to possible redemption at February 2, 2021 | 157,887,179 | |
Change in value of Class A common stock subject to possible redemption, | $ 14,612,821 |
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 common stock reflected in the balance sheet - Class A Common Stock [Member] | 12 Months Ended |
Mar. 31, 2021USD ($) | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |
Gross proceeds from IPO | $ 172,500,000 |
Less: | |
Proceeds allocated to Public Warrants | (10,608,750) |
Class A common stock issuance costs | (4,004,071) |
Plus: | |
Accretion of carrying value to redemption value | 14,612,821 |
Contingently redeemable Class A common stock | $ 172,500,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per common share - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Class A [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ 3,222,033 | |
Denominator: | ||
Weighted-average shares outstanding | 2,741,096 | |
Basic and diluted net income (loss) per share | $ 1.17 | $ 0 |
Class B [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ 5,039,591 | $ (9,715) |
Denominator: | ||
Weighted-average shares outstanding | 4,312,500 | 4,312,500 |
Basic and diluted net income (loss) per share | $ 1.17 | $ 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of assets and liabilities that were measured at fair value on a recurring basis | 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 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of key inputs used in the black scholes option pricing model - $ / shares | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2021 | |
Schedule of key inputs used in the black scholes option pricing model [Abstract] | |||
Risk-free interest rate | 1.10% | 1.20% | 1.20% |
Expected term (years) | 5 years 3 months 14 days | 5 years 6 months 29 days | 5 years 6 months 29 days |
Expected volatility | 15.40% | 10.00% | 10.00% |
Stock Price (in Dollars per share) | $ 9.88 | $ 9.7 | $ 9.7 |
Exercise price (in Dollars per share) | $ 11.5 | $ 11.5 | $ 11.5 |
Dividend yield | 0.00% | 0.00% | 0.00% |
Fair Value Measurements (Deta_3
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 ($) | |
Warrant Liability [Member] | |
Fair Value Measurements (Details) - Schedule of the changes in the fair value of the Level 3 assets and liabilities measured at fair value [Line Items] | |
Fair value as of April 1, 2020 | |
Initial fair value of warrant liability upon issuance at IPO on February 2, 2021 | 17,077,500 |
Public warrants reclassified to level 1 | |
Change in fair value | (9,936,000) |
Fair value as of March 31, 2021 | 7,141,500 |
Private Warrants [Member] | |
Fair Value Measurements (Details) - Schedule of the changes in the fair value of the Level 3 assets and liabilities measured at fair value [Line Items] | |
Fair value as of April 1, 2020 | |
Initial fair value of warrant liability upon issuance at IPO on February 2, 2021 | 6,468,750 |
Public warrants reclassified to level 1 | |
Change in fair value | (3,726,000) |
Fair value as of March 31, 2021 | 2,742,750 |
Public Warrants [Member] | |
Fair Value Measurements (Details) - Schedule of the changes in the fair value of the Level 3 assets and liabilities measured at fair value [Line Items] | |
Fair value as of April 1, 2020 | |
Initial fair value of warrant liability upon issuance at IPO on February 2, 2021 | 10,608,750 |
Public warrants reclassified to level 1 | (4,398,750) |
Change in fair value | (6,210,000) |
Fair value as of March 31, 2021 |
Income Tax (Details)
Income Tax (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax (Details) [Line Items] | |||||||
Net operating loss carryforwards | $ 57,578 | $ 39,150 | |||||
Operating loss carryforwards expiration period | expire in 2031 | ||||||
Increase decrease In valuation allowance | $ 18,428 | 2,033 | |||||
Provision for income taxes | $ 32 | ||||||
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. | ||||||
Provision for income taxes | $ (16,000) | $ (21,000) | $ 26,000 | 7,000 | |||
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 | |||||
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) - Cepton Technologies, Inc. [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Equity value | $ 1,500,000,000 | ||
Purchase an aggregate shares (in Shares) | 5,950,000 | ||
Purchase price per share (in Dollars per share) | $ 10 | ||
Cash and cash equivalents | $ 7,700,000 | ||
Short-term investment | 8,448,000 | $ 32,058,000 | |
Accumulated deficit | 84,500,000 | ||
Net loss | 26,400,000 | ||
Cash flows from operating activities | $ (27,200,000) | ||
Percentage of accounts receivable, net | 10.00% | 10.00% | 10.00% |
Percentage of total revenue | 10.00% | 10.00% | |
Product warrant term | 1 year | 1 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] | |||
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Property, plant and equipment, estimated useful lives | 3 | ||
Maximum [Member] | |||
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Property, plant and equipment, estimated useful lives | 7 |
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] | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Customer A [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Percentage of accounts receivable, net | 15.00% | ||
Customer B [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Percentage of accounts receivable, net | 2.00% | 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 | 13.00% | 13.00% | |
Customer E [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Percentage of accounts receivable, net | 73.00% |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies (Details) - Schedule of total revenue - Cepton Technologies, Inc. [Member] | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Customer A [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Percentage of total revenue | 71.00% | 10.00% | 23.00% | |
Customer B [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Percentage of total revenue | 23.00% | 16.00% | 40.00% | |
Customer C [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Percentage of total revenue | 16.00% | 11.00% | ||
Customer D [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Percentage of total revenue | 10.00% |
Revenue (Details)
Revenue (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Cepton Technologies, Inc. [Member] | ||
Revenue (Details) [Line Items] | ||
Accrued expenses and other current liabilities | $ 301,000 | $ 44,000 |
Revenue (Details) - Schedule of
Revenue (Details) - Schedule of total revenue disaggregated by geographic region - Cepton Technologies, Inc. [Member] - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue by country of domicile: | ||||
Revenue | $ 3,224 | $ 1,429 | $ 2,006 | $ 4,132 |
% of Revenue | 100.00% | 100.00% | 100.00% | 100.00% |
United States [Member] | ||||
Revenue by country of domicile: | ||||
Revenue | $ 402 | $ 488 | $ 712 | $ 1,522 |
% of Revenue | 12.00% | 34.00% | 35.00% | 37.00% |
Japan [Member] | ||||
Revenue by country of domicile: | ||||
Revenue | $ 2,520 | $ 311 | $ 547 | $ 1,898 |
% of Revenue | 79.00% | 22.00% | 27.00% | 46.00% |
Other [Member] | ||||
Revenue by country of domicile: | ||||
Revenue | $ 302 | $ 630 | $ 747 | $ 712 |
% of Revenue | 9.00% | 44.00% | 38.00% | 17.00% |
Fair Value Measurement (Details
Fair Value Measurement (Details) - Schedule of assets measured at fair value on a recurring basis - Cepton Technologies, Inc. [Member] - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Cash equivalents: | ||
Money market fund | $ 5,269,000 | $ 7,192,000 |
Total cash equivalents | 5,269,000 | 7,192,000 |
Short-term investments: | ||
Commercial Paper | 4,197,000 | 14,587,000 |
Corporate debt securities | 4,251,000 | 13,810,000 |
Asset-backed Securities | 3,661,000 | |
Total short-term investments | 8,448,000 | 32,058,000 |
Total assets measured at fair value | 13,717,000 | 39,250,000 |
Level 1 [Member] | ||
Cash equivalents: | ||
Money market fund | 5,269,000 | 7,192,000 |
Total cash equivalents | 5,269,000 | 7,192,000 |
Short-term investments: | ||
Commercial Paper | ||
Corporate debt securities | ||
Asset-backed Securities | ||
Total short-term investments | ||
Total assets measured at fair value | 5,269,000 | 7,192,000 |
Level 2 [Member] | ||
Cash equivalents: | ||
Money market fund | ||
Total cash equivalents | ||
Short-term investments: | ||
Commercial Paper | 4,197,000 | 14,587,000 |
Corporate debt securities | 4,251,000 | 13,810,000 |
Asset-backed Securities | 3,661,000 | |
Total short-term investments | 8,448,000 | 32,058,000 |
Total assets measured at fair value | 8,448,000 | 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 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory [Line Items] | |||
Raw materials | $ 936 | $ 1,015 | $ 673 |
Work-in-process | 528 | 867 | 429 |
Finished goods, net | 1,376 | 1,512 | 1,306 |
Total inventories | $ 2,840 | $ 3,394 | $ 2,408 |
Prepaid Expense and Other Cur_3
Prepaid Expense and Other Current Assets (Details) - Schedule of prepaid expense and other current assets - Cepton Technologies, Inc. [Member] - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Prepaid Expense and Other Current Assets (Details) - Schedule of prepaid expense and other current assets [Line Items] | |||
Deferred transaction costs | $ 2,942 | ||
Other prepaid expenses | 1,504 | 83 | |
Payroll tax receivable | 980 | 980 | |
Prepaid insurance | 56 | 68 | |
Prepaid rent | 58 | 2 | |
Other current assets | 7 | 1 | |
Total prepaid expense and other current assets | $ 5,547 | $ 1,134 | $ 1,296 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - Cepton Technologies, Inc. [Member] - USD ($) | 9 Months Ended | |||
Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Property and Equipment, Net (Details) [Line Items] | ||||
Depreciation and amortization related to property, and equipment | $ 152,000 | $ 184,000 | $ 138,000 | $ 171,000 |
Depreciated assets reflects in net loss | $ 42,300 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of property and equipment - Cepton Technologies, Inc. [Member] - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Machinery and equipment | $ 677 | $ 649 | $ 573 |
Automobiles | 50 | 50 | 50 |
Leasehold improvements | 111 | 146 | 146 |
Computer and equipment | 66 | 36 | 33 |
Furniture and fixtures | 68 | 68 | |
Software | 3 | 3 | |
Total property, and equipment | 907 | 952 | 870 |
Less: accumulated depreciation and amortization | (475) | (495) | (309) |
Total property and equipment, net | $ 432 | $ 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 | Sep. 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 | $ 1,976 | $ 1,292 | $ 1,192 |
Accrued unvested option liability | 139 | 151 | |
Deferred revenue | 301 | 44 | |
Deferred rent | 510 | 38 | 62 |
Warranty reserve | 20 | 40 | 31 |
Total accrued expenses | $ 2,946 | $ 1,565 | $ 1,285 |
Debt (Details)
Debt (Details) - Cepton Technologies, Inc. [Member] - USD ($) $ in Thousands | Dec. 05, 2019 | Apr. 24, 2020 | Feb. 29, 2020 | Sep. 30, 2021 | Sep. 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% | 0.98% | |||||
Maturity date | Jul. 1, 2023 | Apr. 24, 2022 | ||||||
Recognized loss on extinguishment | $ 180,000 | $ (180) | $ (180) | |||||
Aggregate warrants to purchase of shares (in Shares) | 60,000 | 60,000 | ||||||
Loan | $ 1,120,000 |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details) - Cepton Technologies, Inc. [Member] - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 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 ($) | 9 Months Ended | 12 Months Ended | |
Sep. 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) | $ 6.25 | $ 6.25 | $ 6.25 |
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) | $ 3.125 | $ 3.125 | $ 3.125 |
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 | Sep. 30, 2021 | Sep. 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) | 1,317,594 | 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 awards | $ 1,022,000 | ||||||
Weighted-average grant-date fair value (in Dollars per share) | $ 7.02 | $ 1.15 | $ 1.24 | $ 1.02 | |||
Unrecognized stock based compensation related to unvested stock options | $ 14,400,000 | $ 3,000,000,000 | |||||
Weighted average period | 2 years 10 months 9 days | 2 years 10 months 20 days | 8 years 7 months 6 days | ||||
Total intrinsic value | $ 1,996,000 | $ 137,000 | |||||
Capitalized stock based compensation expense into inventory | $ 102,000 | $ 30,000 | $ 42,000,000 | ||||
Shares available for issuance (in Shares) | 3,406,368 | 1,020,294 | |||||
Option granted (in Shares) | 2,279,670 | 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 | $ 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 | $ 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 | 9 Months Ended | 12 Months Ended | |
Sep. 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 | 7,043,936 | 5,221,283 | |
Options Outstanding Weighted Average Exercise Price, Ending Balance | $ 4.43 | $ 1.43 | |
Options Outstanding Weighted Average Remaining Contract Term (in years), Ending Balance | 7 years 7 months 6 days | ||
Options Outstanding Aggregate Intrinsic Value, Ending Balance | $ 87,770 | $ 8,550 | |
Options Outstanding Shares, Exercisable | 3,398,628 | ||
Options Outstanding Weighted Average Exercise Price, Exercisable | $ 1.17 | ||
Options Outstanding Weighted Average Remaining Contract Term (in years), Exercisable | 6 years 2 months 12 days | ||
Options Outstanding Aggregate Intrinsic Value, Exercisable | $ 53,411 | ||
Options Outstanding Shares, Vested and expected to vest | 7,043,936 | 5,221,283 | |
Options Outstanding Weighted Average Exercise Price, Vested and expected to vest | $ 4.43 | ||
Options Outstanding Weighted Average Remaining Contract Term (in years), Vested and expected to vest | 7 years 7 months 6 days | ||
Options Outstanding Aggregate Intrinsic Value, Vested and expected to vest | $ 87,770 | ||
Options Outstanding Shares, Granted | 2,279,670 | 1,705,000 | 1,442,000 |
Options Outstanding Weighted Average Exercise Price, Granted | $ 11.48 | $ 2.39 | $ 1.97 |
Options Outstanding Shares, Exercised | (266,121) | (305,091) | (135,833) |
Options Outstanding Weighted Average Exercise Price, Exercised | $ 1.45 | ||
Options Outstanding Shares, Expired/Forfeited | (190,896) | ||
Options Outstanding Weighted Average Exercise Price, Expired/Forfeited | $ 7.47 | $ 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 non employees - Cepton Technologies, Inc. [Member] - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Stock-Based Compensation (Details) - Schedule of stock based compensation expense related to options granted to employees and non employees [Line Items] | ||
Cost of revenue | $ 73 | $ 22 |
Research and development expense | 2,184 | 372 |
Selling, general and administrative expense | 1,083 | 6 |
Total stock-based compensation expense | $ 3,340 | $ 400 |
Warrants (Details)
Warrants (Details) - Cepton Technologies, Inc. [Member] - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Aug. 31, 2019 | Dec. 31, 2019 | |
Warrants (Details) [Line Items] | |||
Warrant to purchase shares of common stock (in Shares) | 30,000 | 30,000 | |
Warrants exercise price (in Dollars per share) | $ 1.66 | $ 1.66 | |
Warrant to purchase additional shares of common stock (in Shares) | 30,000 | 30,000 | |
Warrants additional exercise price (in Dollars per share) | $ 1.66 | $ 1.66 | |
Withdrawn loan amount | $ 5,000,000 | $ 5,000,000 | |
Fair values of the warrants | $ 49,000 | $ 39,000 | $ 49,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - Schedule of future minimum lease payments - Cepton Technologies, Inc. [Member] - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Commitments and Contingencies (Details) - Schedule of future minimum lease payments [Line Items] | ||
2021 | $ 543 | $ 552 |
2022 | 1,853 | 18 |
2023 | 152 | |
Total | $ 2,548 | $ 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 | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 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 | 7,043,936 | 5,236,000 | 5,221,283 | 5,024,915 |
Unvested restricted stock | 68,750 | 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) | $ 37,216,320 | $ 35,339,634 | $ 35,449,917 | $ 28,828,990 |
Segments (Details)
Segments (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Segments (Details) [Line Items] | ||
Number of operating segments | 1 | |
Cepton Technologies, Inc. [Member] | ||
Segments (Details) [Line Items] | ||
Number of operating segments | 1 | |
Cepton Technologies, Inc. [Member] | United States [Member] | ||
Segments (Details) [Line Items] | ||
Long lived assets, percentage | 97.00% | 99.00% |
Description of Business and S_6
Description of Business and Summary of Significant Accounting Policies (Details) - Schedule of accounts receivable, net - Cepton Technologies, Inc. [Member] | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Customer A [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Percentage of accounts receivable, net | 15.00% | ||
Customer B [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Percentage of accounts receivable, net | 2.00% | 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 | 13.00% | 13.00% |
Description of Business and S_7
Description of Business and Summary of Significant Accounting Policies (Details) - Schedule of total revenue - Cepton Technologies, Inc. [Member] | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Customer A [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Percentage of total revenue | 71.00% | 10.00% | 23.00% | |
Customer B [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Percentage of total revenue | 23.00% | 16.00% | 40.00% | |
Customer C [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Percentage of total revenue | 16.00% | 11.00% | ||
Customer D [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Percentage of total revenue | 10.00% | |||
Customer E [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Percentage of total revenue | 13.00% |
Description of Business and S_8
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 | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Product Warranty Liability [Line Items] | ||
Beginning balance | $ 31 | $ 20 |
Warranty provision | 90 | 185 |
Consumption | (81) | (174) |
Ending balance | $ 40 | $ 31 |
Revenue (Details) - Schedule _2
Revenue (Details) - Schedule of total revenue disaggregated by geographic region - Cepton Technologies, Inc. [Member] - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue by country of domicile: | ||||
Revenue | $ 3,224 | $ 1,429 | $ 2,006 | $ 4,132 |
% of Revenue | 100.00% | 100.00% | 100.00% | 100.00% |
United States [Member] | ||||
Revenue by country of domicile: | ||||
Revenue | $ 402 | $ 488 | $ 712 | $ 1,522 |
% of Revenue | 12.00% | 34.00% | 35.00% | 37.00% |
Japan [Member] | ||||
Revenue by country of domicile: | ||||
Revenue | $ 2,520 | $ 311 | $ 547 | $ 1,898 |
% of Revenue | 79.00% | 22.00% | 27.00% | 46.00% |
Other [Member] | ||||
Revenue by country of domicile: | ||||
Revenue | $ 302 | $ 630 | $ 747 | $ 712 |
% of Revenue | 9.00% | 44.00% | 38.00% | 17.00% |
Fair Value Measurement (Detai_2
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 | Sep. 30, 2021 | |
Cash equivalents: | ||
Money market fund | $ 7,192,000 | $ 5,269,000 |
Total cash equivalents | 7,192,000 | 5,269,000 |
Short-term investments: | ||
Commercial Paper | 14,587,000 | |
Corporate debt securities | 13,810,000 | 4,251,000 |
Asset-backed Securities | 3,661,000 | |
Total short-term investments | 32,058,000 | 8,448,000 |
Total assets measured at fair value | 39,250,000 | |
Level 1 [Member] | ||
Cash equivalents: | ||
Money market fund | 7,192,000 | 5,269,000 |
Total cash equivalents | 7,192,000 | 5,269,000 |
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 | 4,251,000 |
Asset-backed Securities | 3,661,000 | |
Total short-term investments | 32,058,000 | 8,448,000 |
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 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory [Line Items] | |||
Raw materials | $ 936 | $ 1,015 | $ 673 |
Work-in-process | 528 | 867 | 429 |
Finished goods | 1,376 | 1,512 | 1,306 |
Total inventories | $ 2,840 | $ 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 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Machinery and equipment | $ 677 | $ 649 | $ 573 |
Automobiles | 50 | 50 | 50 |
Leasehold improvements | 111 | 146 | 146 |
Computer and equipment | 66 | 36 | 33 |
Furniture and fixtures | 68 | 68 | |
Total property, and equipment | 907 | 952 | 870 |
Less: accumulated depreciation and amortization | (475) | (495) | (309) |
Total property, and equipment, net | $ 432 | $ 457 | $ 561 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities (Details) - Schedule of accrued expenses - Cepton Technologies, Inc. [Member] - USD ($) $ in Thousands | Sep. 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 | $ 1,976 | $ 1,292 | $ 1,192 |
Accrued unvested option liability | 139 | 151 | |
Deferred revenue | 301 | 44 | |
Deferred rent | 510 | 38 | 62 |
Warranty reserve | 20 | 40 | 31 |
Total accrued expenses | $ 2,946 | $ 1,565 | $ 1,285 |
Convertible Preferred Stock (_3
Convertible Preferred Stock (Details) - Schedule of convertible preferred stock - Cepton Technologies, Inc. [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 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) | $ 6.25 | $ 6.25 | $ 6.25 |
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) | $ 3.125 | $ 3.125 | $ 3.125 |
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 | 9 Months Ended | 12 Months Ended | |
Sep. 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 | 2 years 10 months 9 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 | 2,279,670 | 1,705,000 | 1,442,000 |
Weighted Average Exercise Price, Granted | $ 11.48 | $ 2.39 | $ 1.97 |
Shares, Exercised | (266,121) | (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 | $ 7.47 | $ 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 | 7,043,936 | 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 option grants - 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_3
Commitments and Contingencies (Details) - Schedule of future minimum lease payments - Cepton Technologies, Inc. [Member] - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Commitments and Contingencies (Details) - Schedule of future minimum lease payments [Line Items] | ||
2021 | $ 543 | $ 552 |
2022 | 1,853 | 18 |
Total | $ 2,548 | $ 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 | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 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 | 7,043,936 | 5,236,000 | 5,221,283 | 5,024,915 |
Unvested restricted stock | 68,750 | 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) | $ 37,216,320 | $ 35,339,634 | $ 35,449,917 | $ 28,828,990 |