Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 01, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | Cepton, Inc. | |
Trading Symbol | CPTN | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 156,413,640 | |
Amendment Flag | false | |
Entity Central Index Key | 0001498233 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-39959 | |
Entity Tax Identification Number | 27-2447291 | |
Entity Address, Address Line One | 399 West Trimble Road | |
Entity Address, City or Town | San Jose | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 95131 | |
Title of 12(b) Security | Common stock, par value $0.00001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
City Area Code | 408 | |
Local Phone Number | 459-7579 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 3,312 | $ 3,654 |
Short-term investments | 18,306 | 2,836 |
Accounts receivable, net of allowance for doubtful accounts of $0 and $0, respectively | 1,386 | 500 |
Inventories | 2,516 | 2,523 |
Right-of-use assets | 474 | |
Prepaid expenses and other current assets | 4,864 | 6,998 |
Total current assets | 30,858 | 16,511 |
Property and equipment, net | 840 | 480 |
Other assets | 1,137 | 293 |
Total assets | 32,835 | 17,284 |
Current liabilities: | ||
Accounts payable | 1,740 | 2,547 |
Operating lease liabilities | 653 | |
Accrued expenses and other current liabilities | 3,399 | 2,777 |
Total current liabilities | 5,792 | 5,324 |
Long-term debt | 9,370 | |
Warrant liability | 766 | |
Earnout liability | 4,130 | |
Other long-term liabilities | 343 | 23 |
Total liabilities | 20,401 | 5,347 |
Commitments and contingencies (Note 17) | ||
Convertible preferred stock: | ||
Convertible preferred stock – Par value $0.00001 per share – No shares authorized at September 30, 2022; 22,806,009 shares authorized at December 31, 2021; No shares issued and outstanding at September 30, 2022; 21,671,491 shares issued and outstanding at December 31, 2021 (aggregate liquidation preference of $96.7 million at December 31, 2021) | 99,470 | |
Stockholders’ equity (deficit): | ||
Preferred stock – Par value $0.00001 per share – 5,000,000 shares authorized at September 30, 2022; No shares authorized at December 31, 2021; No shares issued and outstanding at September 30, 2022 or December 31, 2021 | ||
Common stock – Par value $0.00001 per share – 350,000,000 and 75,000,000 shares authorized at September 30, 2022 and December 31, 2021, respectively; 156,235,659 and 67,645,189 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 2 | |
Class F stock – Par value $0.00001 per share – No shares of Class F stock authorized as of September 30, 2022; 8,402,000 shares authorized at December 31, 2021; No shares of Class F stock issued and outstanding as of September 30, 2022; 8,372,143 shares issued and outstanding at December 31, 2021 | ||
Additional paid-in capital | 83,332 | 7,949 |
Accumulated other comprehensive loss | (92) | (43) |
Accumulated deficit | (70,808) | (95,439) |
Total stockholders’ equity (deficit) | 12,434 | (87,533) |
Total liabilities, convertible preferred stock and stockholders’ equity (deficit) | $ 32,835 | $ 17,284 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Net of allowance for doubtful accounts (in Dollars) | $ 0 | $ 0 |
Preferred stock – Par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock – shares authorized | 5,000,000 | |
Preferred stock – shares issued | ||
Preferred stock – shares outstanding | ||
Common stock – Par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock – shares authorized | 350,000,000 | 75,000,000 |
Common stock – shares issued | 156,235,659 | 67,645,189 |
Common stock – shares outstanding | 156,235,659 | 67,645,189 |
Convertible Preferred Stock | ||
Preferred stock – Par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock – shares authorized | 22,806,009 | |
Preferred stock – shares issued | 21,671,491 | |
Preferred stock – shares outstanding | 21,671,491 | |
Class F Stock | ||
Common stock – Par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock – shares authorized | 8,402,000 | |
Common stock – shares issued | 8,372,143 | |
Common stock – shares outstanding | 8,372,143 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Total revenue | $ 1,804 | $ 1,891 | $ 5,849 | $ 3,224 |
Total cost of revenue | 1,875 | 993 | 6,208 | 3,429 |
Gross profit (loss) | (71) | 898 | (359) | (205) |
Operating expenses: | ||||
Research and development | 8,227 | 6,331 | 24,368 | 17,321 |
Selling, general and administrative | 6,722 | 3,520 | 21,954 | 9,992 |
Total operating expenses | 14,949 | 9,851 | 46,322 | 27,313 |
Operating loss | (15,020) | (8,953) | (46,681) | (27,518) |
Other income (expense) | ||||
Change in fair value of earnout liability | (1,440) | 70,868 | ||
Change in fair value of warrant liability | (135) | 2,549 | ||
Other income (expense), net | (493) | 1,096 | (487) | 1,098 |
Interest (expense) income, net | (318) | (1,597) | 14 | |
Income (loss) before income taxes | (17,406) | (7,857) | 24,652 | (26,406) |
Provision for income taxes | (5) | (5) | (21) | (16) |
Net income (loss) | $ (17,411) | $ (7,862) | $ 24,631 | $ (26,422) |
Net income (loss) per share, basic (in Dollars per share) | $ (0.11) | $ (0.12) | $ 0.17 | $ (0.39) |
Net income (loss) per share, diluted (in Dollars per share) | $ (0.11) | $ (0.12) | $ 0.16 | $ (0.39) |
Weighted-average common shares, basic (in Shares) | 155,689,414 | 67,199,734 | 142,744,165 | 67,000,984 |
Weighted-average common shares, diluted (in Shares) | 155,689,414 | 67,199,734 | 152,048,431 | 67,000,984 |
Net income (loss) | $ (17,411) | $ (7,862) | $ 24,631 | $ (26,422) |
Other comprehensive income (loss), net of tax: | ||||
Changes in unrealized gain (loss) on available-for-sale securities | 13 | (35) | (4) | |
Foreign currency translation adjustments | (2) | (6) | (14) | (17) |
Total other comprehensive income ( loss), net of tax | 11 | (6) | (49) | (21) |
Comprehensive income (loss) | (17,400) | (7,868) | 24,582 | (26,443) |
Lidar sensor and prototype revenue [Member] | ||||
Total revenue | 1,778 | 656 | 4,642 | 1,989 |
Total cost of revenue | 1,872 | 617 | 5,608 | 3,053 |
Development revenue [Member] | ||||
Total revenue | 26 | 1,235 | 1,207 | 1,235 |
Total cost of revenue | $ 3 | $ 376 | $ 600 | $ 376 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Convertible Preferred Stock | Common Stock | Class F Stock | Preferred Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 99,470 | $ 2,286 | $ (18) | $ (58,197) | $ (55,929) | |||
Balance (in Shares) at Dec. 31, 2020 | 21,671,491 | 27,184,882 | 8,372,143 | |||||
Retroactive application of exchange ratio | ||||||||
Retroactive application of exchange ratio (in Shares) | 31,407,080 | 39,397,278 | 12,133,201 | |||||
Issuance of common stock upon exercise of stock options | 254 | 254 | ||||||
Issuance of common stock upon exercise of stock options (in Shares) | 177,602 | |||||||
Stock-based compensation | 298 | 298 | ||||||
Unrealized gain/loss on available-for-sale securities, net of tax | (5) | (5) | ||||||
Foreign currency translation adjustment | (8) | (8) | ||||||
Net income (loss) | (8,359) | (8,359) | ||||||
Balance at Mar. 31, 2021 | $ 99,470 | 2,838 | (31) | (66,556) | (63,749) | |||
Balance (in Shares) at Mar. 31, 2021 | 53,078,571 | 66,759,762 | 20,505,344 | |||||
Balance at Dec. 31, 2020 | $ 99,470 | 2,286 | (18) | (58,197) | (55,929) | |||
Balance (in Shares) at Dec. 31, 2020 | 21,671,491 | 27,184,882 | 8,372,143 | |||||
Unrealized gain/loss on available-for-sale securities, net of tax | (4) | |||||||
Other comprehensive income, net of tax | (21) | |||||||
Net income (loss) | (26,422) | |||||||
Balance at Sep. 30, 2021 | $ 99,470 | 6,156 | (39) | (84,619) | (78,502) | |||
Balance (in Shares) at Sep. 30, 2021 | 53,078,571 | 67,371,722 | 20,505,344 | |||||
Balance at Mar. 31, 2021 | $ 99,470 | 2,838 | (31) | (66,556) | (63,749) | |||
Balance (in Shares) at Mar. 31, 2021 | 53,078,571 | 66,759,762 | 20,505,344 | |||||
Exercise of stock options | 80 | 80 | ||||||
Exercise of stock options (in Shares) | 50,500 | |||||||
Stock-based compensation | 1,779 | 1,779 | ||||||
Unrealized gain/loss on available-for-sale securities | 1 | 1 | ||||||
Other comprehensive income, net of tax | (3) | (3) | ||||||
Net income (loss) | (10,201) | (10,201) | ||||||
Balance at Jun. 30, 2021 | $ 99,470 | 4,697 | (33) | (76,757) | (72,093) | |||
Balance (in Shares) at Jun. 30, 2021 | 53,078,571 | 66,810,262 | 20,505,344 | |||||
Exercise of stock options | 166 | 166 | ||||||
Exercise of stock options (in Shares) | 561,460 | |||||||
Stock-based compensation | 1,293 | 1,293 | ||||||
Unrealized gain/loss on available-for-sale securities, net of tax | ||||||||
Other comprehensive income, net of tax | (6) | (6) | ||||||
Net income (loss) | (7,862) | (7,862) | ||||||
Balance at Sep. 30, 2021 | $ 99,470 | 6,156 | (39) | (84,619) | (78,502) | |||
Balance (in Shares) at Sep. 30, 2021 | 53,078,571 | 67,371,722 | 20,505,344 | |||||
Balance at Dec. 31, 2021 | $ 99,470 | 7,949 | (43) | (95,439) | (87,533) | |||
Balance (in Shares) at Dec. 31, 2021 | 21,671,491 | 27,618,907 | 8,372,143 | |||||
Retroactive application of exchange ratio | ||||||||
Retroactive application of exchange ratio (in Shares) | 31,407,080 | 40,026,282 | 12,133,201 | |||||
Conversion of convertible preferred stock to common stock | $ (99,470) | $ 1 | 99,470 | 1 | 99,472 | |||
Conversion of convertible preferred stock to common stock (in Shares) | (53,078,571) | 53,078,571 | ||||||
Conversion of Class F stock to common stock | ||||||||
Conversion of Class F stock to common stock (in Shares) | 20,505,344 | (20,505,344) | ||||||
Reverse recapitalization, net of transaction costs | $ 1 | (33,051) | (33,050) | |||||
Reverse recapitalization, net of transaction costs (in Shares) | 11,845,943 | |||||||
Exercise of Trinity warrants | 547 | 547 | ||||||
Exercise of Trinity warrants (in Shares) | 237,571 | |||||||
Exercise of SVB warrants | ||||||||
Exercise of SVB warrants (in Shares) | 146,954 | |||||||
Exercise of stock options | 273 | 273 | ||||||
Exercise of stock options (in Shares) | 511,890 | |||||||
Stock-based compensation | 1,357 | 1,357 | ||||||
Unrealized gain/loss on available-for-sale securities | (11) | (11) | ||||||
Cumulative translation adjustment | (4) | (4) | ||||||
Net income (loss) | 41,198 | 41,198 | ||||||
Balance at Mar. 31, 2022 | $ 2 | 76,545 | (58) | (54,240) | 22,249 | |||
Balance (in Shares) at Mar. 31, 2022 | 153,971,462 | |||||||
Balance at Dec. 31, 2021 | $ 99,470 | 7,949 | (43) | (95,439) | $ (87,533) | |||
Balance (in Shares) at Dec. 31, 2021 | 21,671,491 | 27,618,907 | 8,372,143 | |||||
Issuance of common stock upon exercise of stock options (in Shares) | 1,407,998 | |||||||
Conversion of Class F stock to common stock (in Shares) | 5,950,000 | |||||||
Unrealized gain/loss on available-for-sale securities, net of tax | $ (35) | |||||||
Other comprehensive income, net of tax | (49) | |||||||
Net income (loss) | 24,631 | |||||||
Balance at Sep. 30, 2022 | $ 2 | 83,332 | (92) | (70,808) | 12,434 | |||
Balance (in Shares) at Sep. 30, 2022 | 156,235,659 | |||||||
Balance at Mar. 31, 2022 | $ 2 | 76,545 | (58) | (54,240) | 22,249 | |||
Balance (in Shares) at Mar. 31, 2022 | 153,971,462 | |||||||
Exercise of stock options | 211 | 211 | ||||||
Exercise of stock options (in Shares) | 404,167 | |||||||
Issuance of common stock to LPC | 50 | 50 | ||||||
Issuance of common stock to LPC (in Shares) | 21,186 | |||||||
Stock-based compensation | 2,229 | 2,229 | ||||||
Vesting of early exercised options | 38 | 38 | ||||||
Vesting of early exercised options (in Shares) | 45,923 | |||||||
Incremental direct transaction costs related to reverse recapitalization | (226) | (226) | ||||||
Unrealized gain/loss on available-for-sale securities | (37) | (37) | ||||||
Cumulative translation adjustment | (8) | (8) | ||||||
Net income (loss) | 843 | 843 | ||||||
Balance at Jun. 30, 2022 | $ 2 | 78,847 | (103) | (53,397) | 25,349 | |||
Balance (in Shares) at Jun. 30, 2022 | 154,442,738 | |||||||
Exercise of stock options | 261 | 261 | ||||||
Exercise of stock options (in Shares) | 490,986 | |||||||
Issuance of common stock to LPC | 1,831 | 1,831 | ||||||
Issuance of common stock to LPC (in Shares) | 1,271,319 | |||||||
Stock-based compensation | 2,368 | 2,368 | ||||||
Unrealized gain/loss on available-for-sale securities, net of tax | 13 | |||||||
Vesting of early exercised options | 25 | 25 | ||||||
Vesting of early exercised options (in Shares) | 30,616 | |||||||
Unrealized gain/loss on available-for-sale securities | 13 | 13 | ||||||
Other comprehensive income, net of tax | 11 | |||||||
Cumulative translation adjustment | (2) | (2) | ||||||
Net income (loss) | (17,411) | (17,411) | ||||||
Balance at Sep. 30, 2022 | $ 2 | $ 83,332 | $ (92) | $ (70,808) | $ 12,434 | |||
Balance (in Shares) at Sep. 30, 2022 | 156,235,659 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 24,631 | $ (26,422) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 224 | 151 |
Stock-based compensation | 5,954 | 3,339 |
Amortization of right-of-use asset | 993 | |
Amortization, other | 838 | 246 |
Change in fair value of earnout liability | (70,868) | |
Change in fair value of warrant liability | (2,549) | |
Loss on disposal of property and equipment | 42 | |
Gain from debt forgiveness | (1,121) | |
Other | 181 | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (886) | (490) |
Inventories | 7 | 583 |
Prepaid expenses and other current assets | (472) | (4,413) |
Other long-term assets | (864) | (279) |
Accounts payable | (807) | 929 |
Accrued expenses and other current liabilities | 962 | 1,374 |
Operating lease liabilities | (1,169) | |
Other long-term liabilities | 320 | (1,163) |
Net cash used in operating activities | (43,505) | (27,224) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (584) | (162) |
Purchases of short-term investments | (32,368) | (8,455) |
Proceeds from sales of short-term investments | 8,303 | 3,615 |
Proceeds from maturities of short-term investments | 8,624 | 28,200 |
Net cash provided by (used in) investing activities | (16,025) | 23,198 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from Business Combination and private offering | 76,107 | |
Payments of Business Combination and private offering transaction costs | (29,031) | |
Proceeds from issuance of debt and warrants, net of debt discount | 9,724 | |
Proceeds from issuance of common stock options | 707 | 386 |
Proceeds from issuance of common stock | 1,700 | |
Net cash provided by financing activities | 59,207 | 386 |
Effect of exchange rate changes on cash | (19) | (18) |
Net decrease in cash and cash equivalents | (342) | (3,658) |
Cash and cash equivalents, beginning of period | 3,654 | 11,312 |
Cash and cash equivalents, end of period | 3,312 | 7,654 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for interest | 741 | |
Cash paid for income taxes | 12 | 2 |
Business Combination transaction costs, accrued but not paid | 135 | 1,113 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION | ||
Purchases of property and equipment in accounts payable | 7 | |
Vesting of early exercised stock options | 101 | 114 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 1,827 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Note 1. Description of Business and Summary of Significant Accounting Policies Description of Business Cepton, Inc., and its wholly owned subsidiaries, (collectively, the “Company”) formerly known as Growth Capital Acquisition Corp. (“GCAC”), was originally incorporated in Delaware on January 4, 2010, under the name PinstripesNYS, Inc. GCAC changed its name to Growth Capital Acquisition Corp. on February 14, 2020. GCAC was a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or other similar business combination with one or more target businesses. On February 2, 2021, the Company consummated its initial public offering (the “IPO”), following which its shares began trading on the Nasdaq National Market (“Nasdaq”). On August 4, 2021, GCAC entered into a Business Combination Agreement (as amended, the “Merger Agreement”) with Cepton Technologies, Inc. (“Legacy Cepton”) and GCAC Merger Sub Inc., a wholly owned subsidiary of GCAC (“Merger Sub”). On February 10, 2022 (the “Closing Date”), the transactions contemplated by the Merger Agreement (the “Business Combination”) were consummated. In connection with the closing of the Business Combination, GCAC changed its name to Cepton, Inc. and its shares and public warrants began trading on the Nasdaq under the symbols “CPTN” and “CPTNW”, respectively. As a result of the Business Combination, Cepton, Inc. became the owner, directly or indirectly, of all of the equity interests of Legacy Cepton and its subsidiaries. The Company provides state-of-the-art, intelligent, lidar-based solutions for a range of markets such as automotive, smart cities, smart spaces, and smart industrial applications. The Company’s patented lidar technology enables reliable, scalable, and cost-effective solutions that deliver long range, high resolution 3D perception for smart applications. The Company is headquartered in San Jose, California, USA, with a presence in Germany, Canada, Japan, China and India. 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 condensed consolidated financial statements include the accounts of our wholly owned subsidiaries in Canada, Germany, Japan, China and the United Kingdom. All intercompany balances and transactions have been eliminated in consolidation. The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of September 30, 2022, the Company had cash and cash equivalents of $3.3 million, short-term investment of $18.3 million, and an accumulated deficit of $70.8 million. During the nine months ended September 30, 2022, the Company incurred an operating loss of $46.7 million and had negative cash flows from operating activities of $43.5 million. Although much of the negative cash flow resulted from an increase in expenses for research and development projects and administrative expenses to support growth of the Company, the Company expects to continue to invest in research and development and generate operating losses in the future. The Company is subject to risks and uncertainties frequently encountered by early-stage companies including, but not limited to, the uncertainty of successfully developing its products, securing certain contracts, building its customer base, successfully executing its business and marketing strategy and hiring appropriate personnel. To date, the Company has been funded primarily by equity financings, convertible promissory notes and the net proceeds we received through the Business Combination, PIPE offering, and private placements of the Legacy Cepton convertible preferred stock. 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. For further information regarding our pending financing activities, see Note 21. Concentration of Risk Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. The Company maintains a substantial portion of its cash and cash equivalents and short-term investments in money market funds, commercial paper, corporate debt securities, and asset backed securities. Management believes that the financial institutions that hold its cash, cash equivalents, and short-term investments are financially sound and, accordingly, represent minimal credit risk. Deposits held with banks may exceed the amount of federal insurance limits provided on such deposits. As of September 30, 2022 and December 31, 2021, two and three customers, respectively, each accounted for more than 10% of accounts receivable. Customers with revenue equal to or greater than 10% of total revenue for the periods indicated were as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Customer A 16 % 80 % 35 % 71 % Customer B 21 % 4 % 24 % 3 % Customer C 40 % — % 15 % — % Use of Estimates The preparation of the condensed 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 condensed 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 standalone selling prices of performance obligations for revenue recognition, allowances for doubtful accounts, inventory valuation and reserves, valuation allowance for deferred tax assets, useful lives of property and equipment, income tax uncertainties, the valuation of certain derivative liabilities, and other loss contingencies. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates, and such differences could be material to the Company’s condensed consolidated financial condition and results of operations. Product Warranties The Company typically provides a one-year warranty on its products. Estimated future warranty costs are accrued and charged to cost of goods sold in the period that the related revenue is recognized. These estimates are derived from historical data and trends of product reliability and costs of repairing and replacing defective products. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Through September 30, 2022, there were immaterial changes to the accrued warranty liability which was recorded in accrued expenses and other current liabilities on the consolidated balance sheet. Reclassifications During the course of preparing the financial statements, the Company identified an immaterial error in its misapplication of accounting guidance related to the presentation of certain costs related to research and development expenses and costs of revenue for the nine months ended September 30, 2021. The Company concluded the misstatement was not material to the financial statement of any interim period. The error had no impact on reported operating loss or net loss. The corrections to the Company’s condensed consolidated statement of operations for the nine months ended September 30, 2021 were as follows (in thousands): Nine Months Ended September 30, 2021 (As Previously Reported) Corrections (as Corrected) Lidar sensor and prototype revenue $ 1,989 $ — $ 1,989 Development revenue 1,235 — 1,235 Total revenue 3,224 — 3,224 Lidar sensor and prototype cost of revenue 3,053 — 3,053 Development cost of revenue 3,104 (2,728 ) 376 Total cost of revenue 6,157 (2,728 ) 3,429 Gross loss (2,933 ) 2,728 (205 ) Operating expenses: Research and development 14,593 2,728 17,321 Selling, general and administrative 9,992 — 9,992 Total operating expenses 24,585 2,728 27,313 Operating loss (27,518 ) — (27,518 ) Net loss $ (26,422 ) $ — $ (26,422 ) During the Company’s preparation of its condensed consolidated financial statements for the nine months ended September 30, 2022, the Company identified an immaterial misclassification error related to the common shares issued to Lincoln Park as a commitment fee. The common shares issued as a commitment fee to Lincoln Park should have been recorded as an equity-linked derivative liability within additional paid-in capital at a market value of $9.94 per share, which was the closing price of GCAC common stock as of November 24, 2021, the inception of the Lincoln Park agreement, as opposed to recording a deferred transaction cost asset within prepaid expenses and other current assets. Upon the closing of the Business Combination and issuance of the commitment shares on February 10, 2022 and August 11, 2022, the obligation became fully extinguished on August 11, 2022 and the amount reflected within additional paid-in capital. The Company corrected the error in the condensed consolidated financial statements for the nine months ended September 30, 2022. The Company believes the correction of the error is immaterial to the previously issued condensed consolidated financial statements for prior periods. The condensed consolidated statements of convertible preferred stock and stockholders’ equity (deficit) included in this Quarterly Report as of September 30, 2022 differ from our Form 10-Q’s for the periods ended March 31, 2022 and June 30, 2022, reflecting immaterial error corrections, including the misclassification of $1.6 million from prepaid expenses and other current assets to additional paid-in capital for the Lincoln Park commitment fee obligation as of March 31, 2022. Recently Adopted Accounting Pronouncements In May 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2021-04, Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Topic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) 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 In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Business Combination | Note 2. Business Combination The Business Combination was accounted for as a reverse recapitalization as Legacy Cepton was determined to be the accounting acquirer under FASB ASC Topic 805, Business Combinations (ASC 805). The determination is primarily based on the evaluation of the following facts and circumstances: ● the equity holders of Legacy Cepton hold the majority of voting rights in the Company; ● the board of directors of Legacy Cepton represent a majority of the members of the board of directors of the Company or were appointed by Legacy Cepton; ● the senior management of Legacy Cepton became the senior management of the Company; and ● the operations of Legacy Cepton comprise the ongoing operations of the Company. In connection with the Business Combination, outstanding capital stock of Legacy Cepton was converted into common stock of Legacy Cepton and then subsequently converted into Class A common stock of the Company, representing a recapitalization, and the net assets of the Company were acquired at historical cost, with no goodwill or intangible assets recorded. Legacy Cepton was deemed to be the predecessor of the Company, and the consolidated assets and liabilities and results of operations prior to the Closing Date are those of Legacy Cepton. The shares and corresponding capital amounts and net loss per share available to common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the Exchange Ratio (defined below). Operations prior to the Business Combination will be those of Legacy Cepton in future reports of the combined entity. Recapitalization In connection with the Business Combination, the following occurred to recapitalize the Company: ● Shares of Legacy Cepton convertible preferred stock and Class F stock issued and outstanding, were converted into common stock of Legacy Cepton, and thereafter, all shares of Legacy Cepton common stock were subsequently converted into the Company’s Class A common stock, par value $0.0001 per share, at a rate of approximately 2.449 (the “Exchange Ratio”); ● Vested stock options to purchase or receive shares of Legacy Cepton common stock (see Note 12) converted into options to purchase or receive shares of the Company’s Class A common stock, par value $0.0001 per share, in accordance with the Exchange Ratio; ● Outstanding warrants, whether vested or unvested, to purchase shares of Legacy Cepton common stock (see Note 14) converted into shares of the Company’s Class A common stock, par value $0.0001 per share, in accordance with the Exchange Ratio; ● Outstanding unvested stock options to purchase or receive shares of Legacy Cepton common stock (see Note 12) converted into unvested stock options to purchase or receive shares of the Company’s Class A common stock upon the same terms and conditions that were in effect with respect to such stock options immediately prior to the Business Combination, after giving effect to the Exchange Ratio; ● The Company’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of capital stock to 355,000,000 shares, of which 350,000,000 shares were designated common stock, $0.00001 par value per share, and of which 5,000,000 shares were designated preferred stock, $0.00001 par value per share and to reclassify each share of Class A common stock and Class B common stock into one share of common stock. PIPE Investment Contemporaneously with the execution of the Merger Agreement, GCAC entered into 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 common stock at a purchase price of $10.00 per share, or an aggregate purchase price of $59.5 million (the “PIPE Investment”). Redemption Prior to the closing of the Business Combination on February 10, 2022, certain GCAC public shareholders exercised their right to redeem certain of their outstanding shares for cash, resulting in the redemption of 15,589,540 shares of GCAC Class A common stock for an aggregate payment of $155.9 million. Public and Private Placement Warrants GCAC warrants issued in connection with the IPO (“Public Warrants”) and in connection with the private placement units held by the Sponsor (“Private Placement Warrants”) remained outstanding after the closing of the Business Combination. The warrants became exercisable to purchase shares of the Company’s common stock at an exercise price of $11.50 per share 30 days after the completion of the Business Combination, subject to other conditions, including with respect to the effectiveness of a registration statement covering the shares of common stock underlying such warrants, and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. The Public Warrants are equity-classified and were valued based on the instruments’ publicly listed trading price as of the Closing Date. The Private Placement Warrants are liability-classified and are valued on a recurring basis with changes in fair value recognized as a gain or loss upon remeasurement (see Note 14). Transaction Costs The Company incurred direct and incremental costs of approximately $31.8 million in connection with the Business Combination and the related equity issuance, consisting primarily of investment banking, legal, accounting, and other professional fees, which were recorded to additional paid-in capital as a reduction of proceeds. An approximate additional $2.6 million of transaction costs were recorded in general and administrative expense related to the liability classified instruments assumed subsequent to the Business Combination. Lastly, the Company recognized approximately $4.4 million and $1.9 million of prepaid director and officer insurance in prepaid expenses and other current assets and other long-term assets, respectively, in the condensed consolidated balance sheet. Transaction Proceeds Upon closing of the Business Combination, the Company received gross proceeds of $76.1 million from the Business Combination and PIPE Investment, offset by total transaction costs of $40.7 million. The following table reconciles the elements of the Business Combination to the condensed consolidated statements of cash flows and the condensed consolidated statement of changes in stockholders’ equity (deficit) for the period ended September 30, 2022 (in thousands): Cash – Trust and cash, net of redemptions $ 16,607 Cash – PIPE Investment 59,500 Gross Proceeds from the Business Combination 76,107 Less: transaction costs and advisory fees, paid (31,662 ) Net proceeds from the Business Combination 44,445 Less: transaction costs and advisory fees, accrued (135 ) Less: Private Placement Warrants assumed (2,588 ) Less: Earnout liability assumed (74,998 ) Reverse recapitalization, net (33,276 ) Add: Private Placement Warrants assumed 2,588 Add: Earnout liability assumed 74,998 Add: Transaction costs recorded to general and administrative expense 2,631 Add: Transaction costs accrued 135 Business Combination proceeds, net $ 47,076 The number of shares of common stock issued immediately following the consummation of the Business Combination were: GCAC Class A common stock, outstanding prior to Business Combination 17,250,000 Less: Redemption of GCAC Class A common stock (15,589,540 ) Class A common stock of GCAC 1,660,460 GCAC founder shares 4,312,500 GCAC shares issued in PIPE Investment 5,950,000 Business Combination and PIPE shares 11,922,960 Legacy Cepton shares 142,075,043 Class A common stock immediately after Business Combination 153,998,003 The number of Legacy Cepton shares was determined as follows: Legacy Cepton shares Legacy Cepton shares, after Exchange Ratio Balance at December 31, 2021 27,618,907 67,645,189 Convertible preferred stock 21,671,491 53,078,571 Class F stock 8,372,143 20,505,344 Option exercises (1) 259,348 635,204 Warrants exercises (2) 86,041 210,735 Total 142,075,043 (1) Option exercises during the period of January 1, 2022 to February 10, 2022. (2) Represents warrants that were net exercised prior to the Business Combination (See Note 14). |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 3. 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): Three Months Ended September 30, 2022 2021 Revenue % of Revenue Revenue % of Revenue Revenue by country of domicile: Japan $ 376 21 % $ 1,644 87 % United States $ 684 38 % $ 147 8 % China 719 40 % — — % Other 25 1 % 100 5 % Total $ 1,804 100 % $ 1,891 100 % Nine Months Ended September 30, 2022 2021 Revenue % of Revenue Revenue % of Revenue Revenue by country of domicile: Japan $ 2,640 45 % $ 2,520 79 % United States 2,177 37 % 402 12 % China 879 15 % — — % Other 153 3 % 302 9 % Total $ 5,849 100 % $ 3,224 100 % As of September 30, 2022 and December 31, 2021, the Company had $0.4 million and $0.3 million of contract liabilities included in accrued expenses and other current liabilities, respectively, and no contract assets. |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Note 4. Fair Value Measurement The following table summarize our assets and liabilities measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands): September 30, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market fund $ 2,599 $ — $ — $ 2,599 Total cash equivalents $ 2,599 $ — $ — $ 2,599 Short-term investments: Commercial paper $ — $ 7,985 $ — $ 7,985 U.S. treasury securities — 2,500 — 2,500 U.S. government agency securities — 4,712 — 4,712 Corporate debt securities — 3,109 — 3,109 Total short-term investments — 18,306 — 18,306 Total assets measured at fair value $ 2,599 $ 18,306 $ — $ 20,905 Liabilities: Private placement warrants $ — $ 766 $ — $ 766 Earnout liability — — 4,130 4,130 Total liabilities measured at fair value $ — $ 766 $ 4,130 $ 4,896 December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market fund $ 932 $ — $ — $ 932 Total cash equivalents $ 932 $ — $ — $ 932 Short-term investments: Corporate debt securities $ — $ 2,836 $ — $ 2,836 Total short-term investments — 2,836 — 2,836 Total assets measured at fair value $ 932 $ 2,836 $ — $ 3,768 Cash equivalents consist primarily of money market funds 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 investments consist of investment securities with original maturities greater than three months but less than twelve months and are included as current assets in the condensed consolidated balance sheets. For corporate debt securities, the fair value as of September 30, 2022 and December 31, 2021 approximates amortized cost basis. Because the transfer of Private Placement Warrants to non-permitted transferees would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is consistent with that of a Public Warrant. Accordingly, the Private Placement Warrants are classified as Level 2 financial instruments. The value of the earnout liability is classified as Level 3 under the fair value hierarchy because it has been valued based on significant inputs not observable in the market. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 5. Inventories Inventories consist of the following as of September 30, 2022 and December 31, 2021 (in thousands): September 30, December 31, Raw materials $ 1,189 $ 891 Work-in-process 1,103 518 Finished goods 224 1,114 Total inventories $ 2,516 $ 2,523 Inventories are carried at the lower of cost or net realizable value. Write-downs were $0.4 million and $0.6 million for the nine months ended September 30, 2022 and 2021, respectively. Write-downs were $0.4 million and immaterial for the three months ended September 30, 2022 and 2021, respectively. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure Text Block Supplement [Abstract] | |
Prepaid Expenses and Other Current Assets | Note 6. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following as of September 30, 2022 and December 31, 2021 (in thousands): September 30, December 31, Deferred transaction costs $ — $ 4,688 Other prepaid expenses 675 1,153 Payroll tax receivable 865 980 Prepaid insurance 3,010 162 Prepaid rent — 11 Other current assets 314 4 Total prepaid expenses and other current assets $ 4,864 $ 6,998 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 7. Property and Equipment, Net Property and equipment, net, consists of the following as of September 30, 2022 and December 31, 2021 (in thousands): September 30, December 31, Machinery and equipment $ 1,184 $ 698 Automobiles 101 101 Leasehold improvements 189 120 Computer and equipment 116 87 Total property, and equipment 1,590 1,006 Less: accumulated depreciation and amortization (750 ) (526 ) Total property and equipment, net $ 840 $ 480 Depreciation and amortization related to property and equipment was $0.2 million and $0.2 million for the nine months ended September 30, 2022 and 2021, respectively. Depreciation and amortization related to property and equipment was immaterial for the three months ended September 30, 2022 and 2021, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Schedule of accrued expenses [Abstract] | |
Accrued Expenses and Other Current Liabilities | Note 8. Accrued Expenses and Other Current Liabilities Accrued expenses consisted of the following as of September 30, 2022 and December 31, 2021 (in thousands): September 30, December 31, Accrued expenses and taxes $ 1,240 $ 1,151 Accrued payroll 1,756 826 Accrued unvested option liability — 101 Deferred revenue 355 308 Deferred rent — 373 Warranty reserve 48 18 Total accrued expenses and other current liabilities $ 3,399 $ 2,777 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Note 9. Debt Trinity Loan Agreement On January 4, 2022, Legacy Cepton entered into a loan and security agreement and subsequent amendments (“Trinity Loan Agreement”) with Trinity Capital Inc. (“Trinity”) to borrow up to $25.0 million through January 1, 2023 at a floating per annum rate equal to the greater of (i) 10.75% or (ii) the prime rate plus 7.0%. The loan has a maturity date of February 1, 2026. In connection with the Trinity Loan Agreement, Legacy Cepton issued a warrant to purchase 96,998 shares of common stock with an exercise price of $16.89 per share (see Note 14). Legacy Cepton accounted for the issuance of the warrant as a commitment fee asset recorded in prepaid expenses and other current assets in the condensed consolidated balance sheet. The fair value of the warrant was estimated to be $1.3 million on the date of issuance. On January 4, 2022, Legacy Cepton borrowed $10.0 million under the agreement, incurring $0.3 million in transaction costs which were accounted for as a debt discount. Legacy Cepton also recognized a pro rata portion of the warrant fair value as a debt discount related to the $10.0 million loan. Amortization of debt discounts, in accordance with the effective interest method, are recorded as interest expense in the accompanying condensed consolidated statement of operations and comprehensive income (loss). Obligations under the Trinity Loan Agreement are secured by interest in substantially all of the Company’s assets. The agreement contains customary affirmative and negative covenants. For the three and nine months ended September 30, 2022, the Company recognized $0.4 million and $1.8 million in interest expense, respectively, in connection with the borrowings under the Trinity Loan Agreement. On November 7, 2022, the Company repaid all outstanding principal and accrued interest under and terminated the Trinity Loan Agreement with borrowings under a new Secured Term Loan Agreement entered into with Koito. See Note 21 for further information. |
Convertible Preferred Stock
Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2022 | |
Convertible Preferred Stock Abstract | |
Convertible Preferred Stock | Note 10. Convertible Preferred Stock As discussed in Note 2, the Company has retroactively adjusted the shares issued and outstanding prior to February 10, 2022 to give effect to the Exchange Ratio to determine the number of shares of common stock into which they were converted. Prior to the Business Combination, Legacy Cepton had shares of $0.00001 par value Series A, Series B, Series B-1, and Series C preferred stock outstanding, all of which were convertible into shares of common stock of Legacy Cepton on a 1:1 basis, subject to certain anti-dilution protections. The authorized, issued, and outstanding shares of Convertible Preferred Stock, and liquidation preferences prior to February 10, 2022 were as follows: Issuance Date Shares Authorized Shares Issued and Outstanding Original Issue Price per Share Aggregate Liquidation Preference Series A July 6, 2016 8,000,000 8,000,000 $ 1.0000 $ 8,000,000 Series B July 13, 2018 4,069,600 4,069,600 6.2500 25,435,000 Series B-1 July 13, 2018 3,272,475 3,272,475 3.1250 10,226,484 Series C February 4, 2020 7,463,934 6,329,416 8.3736 52,999,998 22,806,009 21,671,491 $ 96,661,482 Upon the closing of the Business Combination, the 21,671,491 shares of convertible preferred stock issued and outstanding were converted into 53,078,571 shares of Class A common stock at the Exchange Ratio. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity (Deficit) | Note 11. Stockholders’ Equity (Deficit) Common Stock Holders of common stock were 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, were entitled to receive all assets available for distribution to stockholders. The holders had no preemptive or other subscription rights and there were no redemption or sinking fund provisions with respect to such shares. Upon the closing of the Business Combination, the 27,618,907 shares of Legacy Cepton common stock issued and outstanding were converted into 67,645,189 shares of Class A common stock at the Exchange Ratio. As of September 30, 2022, the Company had authorized 350,000,000 shares of common stock, each with a par value of $0.00001. As of September 30, 2022, there were 156,235,659 shares of common stock issued and outstanding. Lincoln Park Transaction On November 24, 2021, Legacy Cepton entered into a Purchase Agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park” or “LPC”), pursuant to which Lincoln Park has agreed to purchase up to $100.0 million of common stock (subject to certain limitations contained in the Purchase Agreement) from time to time over a 36-month period (the “Purchase Agreement”) after the consummation of the Business Combination and certain other conditions set forth in the Purchase Agreement. The Company may, from time to time and at its sole discretion, direct Lincoln Park to purchase Class A common stock in accordance with daily dollar thresholds as determined within the Purchase Agreement. The purchase price per share for Class A common stock will be the lower of: (i) the lowest trading price for shares of Class A common stock on the market in which it is listed, on the applicable purchase date and (ii) the average of the three (3) lowest closing sale price for Class A common stock during the ten (10) consecutive business days ending on the business day immediately preceding such purchase date. In consideration for entering into the Purchase Agreement, the Company issued, as a commitment fee, 50,000 shares of Class A common stock to Lincoln Park on the date of the closing of the Business Combination and subsequently an additional 150,000 shares of Class A common stock 180 days after the date of the closing of the Business Combination. As of and for the nine months ended September 30, 2022, 1,142,505 shares of common stock had been sold to Lincoln Park under the Purchase Agreement for consideration of $1.7 million. Class F Stock Holders of Legacy Cepton’s Class F stock were entitled to the same voting rights as the equivalent number of common stock on an as-converted basis, and to receive dividends when, as and if declared by the board of directors. The holders had conversion rights for conversion into shares of common stock and preferred stock. The holders were subject to vesting terms wherein each holder acquired a vested interest in the stock over a service period of four years. Upon the closing of the Business Combination, the 8,372,143 shares of Legacy Cepton Class F stock issued and outstanding were converted into 8,372,143 shares of common stock of Legacy Cepton and then subsequently converted into 20,505,344 shares of Class A common stock of the Company at the Exchange Ratio. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 12. Stock-Based Compensation Equity Incentive Plans On July 5, 2016, Legacy Cepton adopted the 2016 Stock Plan (the “2016 Plan”) under which 4,800,000 shares of Legacy Cepton’s common stock were reserved for issuance to employees, nonemployee directors, consultants, and advisors. As of December 31, 2021, there were 9,187,533 shares of Legacy Cepton’s common stock reserved for issuance and 1,472,512 shares were available for future issuance. As of September 30, 2022, there were no shares reserved or available for future issuance under the 2016 Plan. As a result of the Business Combination, the Company no longer grants new incentive awards under the 2016 Plan. Incentive awards existing under the 2016 Plan immediately prior to the Business Combination were converted into options to receive shares of common stock through application of the Exchange Ratio (“Post Conversion Awards”). On February 10, 2022, the Company adopted the 2022 Stock Plan (the “2022 Plan”) under which 15,123,142 shares of the Company’s common stock were reserved for issuance to employees, nonemployee directors, consultants, and advisors. Per the terms of the 2022 Plan, in the event any Post Conversion Awards issued and outstanding under the 2016 Plan are cancelled, terminated, or expire, said number of shares will be made available for issuance under the 2022 Plan. The share limit shall automatically increase on the first trading day in January of every calendar year during the term of the 2022 Plan, by an amount equal to the lesser of (i) two percent (2%) of the total number of shares of common stock issued and outstanding on December 31 of the immediately preceding calendar year or (ii) such number of shares of common stock as may be established by the board of directors. As of September 30, 2022, there were 10,120,767 shares of common stock reserved for issuance under the 2022 Plan. Restricted Common Stock Awards Unvested early exercise options and stock appreciation rights 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, each holder of restricted stock awards is deemed to be a common stock shareholder and, accordingly, shall have dividend and voting rights. On August 20, 2020, Legacy Cepton granted 150,000 early exercise option awards under the 2016 Plan to an independent contractor. The options vest over 24 equal monthly installments beginning on August 10, 2020. On December 29, 2020, the option holder elected to early exercise all granted awards, purchasing the related shares for $2.02 per share or aggregate consideration of $0.3 million. At the time of exercise, 25,000 shares were fully vested with the remainder being unvested. On the date of purchase, Legacy Cepton recognized the vested portion purchased as common stock issued with additional paid in capital. As shares of restricted stock vest, the Company reclassifies the liability to common stock and additional paid in capital. As of December 31, 2021, the Company recognized a liability associated with the unvested restricted shares, recording a liability included in accrued expenses of $0.1 million. As of September 30, 2022, all liabilities have been reclassified to common stock and additional paid-in capital as the early exercise option awards became fully vested. The Company did not grant any early exercise options during the three and nine months ended September 30, 2022 and 2021. The fair value of Legacy Cepton’s common stock on the date the early exercise options were granted was $2.02 per share. The fair value of Legacy Cepton’s common stock on the date the restricted shares were issued was $3.07 per share. 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, 2022 and 2021 is presented below: Shares Weighted Average Exercise Price Weighted Average Remaining Contract Term (in years) Aggregate Outstanding as of December 31, 2021 6,796,114 $ 4.66 7.5 $ 126,591 Retroactive application of Exchange Ratio 9,849,028 (2.75 ) Outstanding as of December 31, 2021 16,645,142 1.91 Granted 571,050 8.99 Exercised (1,407,998 ) 0.50 Expired/Forfeited (1,183,166 ) 3.91 Outstanding as of September 30, 2022 14,625,028 $ 2.16 6.7 $ 13,701 Exercisable as of September 30, 2022 9,896,881 $ 1.29 6.0 $ 11,986 Vested and expected to vest as of September 30, 2022 14,625,028 $ 2.16 6.7 $ 13,701 During the nine months ended September 30, 2022 and 2021, the estimated weighted-average grant-date fair value of options granted was $3.60 and $2.87 per share, respectively. As of September 30, 2022, there was $10.2 million of unrecognized stock-based compensation expense related to unvested stock options expected to be recognized over a weighted-average period of 2.2 years. The total intrinsic value of options exercised during the nine months ended September 30, 2022 and 2021 was $4.4 million and $2.0 million, respectively. The Company recognizes forfeitures as they occur. Restricted Stock Units The Company granted restricted stock units (“RSUs”) under the 2022 Plan in the second quarter of 2022. Each RSU granted under the 2022 Plan represents a right to receive one share of the Company’s Class A common stock when the RSU vests. RSUs generally vest over a period of one to four years based on fulfilling a service condition. The fair value of RSU is equal to the fair value of the Company’s common stock on the date of grant. No RSUs were granted during the nine months ended September 30, 2021. A summary of the Company’s RSU activity for the nine months ended September 30, 2022 is presented below: Shares Weighted Grant Date Fair Value Outstanding as of December 31, 2021 — $ — Granted 5,256,153 $ 2.61 Released — $ — Forfeited (122,423 ) $ 2.81 Outstanding as of September 30, 2022 5,133,730 $ 2.60 As of September 30, 2022, there was $11.4 million of unrecognized stock-based compensation expense related to unvested RSUs expected to be recognized over a weighted-average period of 2.6 years. The total intrinsic value of RSUs outstanding at September 30, 2022 was $10.1 million. The Company recognizes forfeitures as they occur. Performance-based Stock units During the nine months ended September 30, 2022, the Company granted 123,000 shares of performance-based stock units (“PSUs”) under the 2022 Plan, with 66,000 shares in the first tranche and 57,000 shares in the second tranche. Each grant to consist of two market-based vesting tranches, with the first tranche to vest if, at the close of regular trading for 20 trading days out of any period of 30 consecutive trading days, either (i) the Company’s closing stock price exceeds $15.00 per share or (ii) the Company’s market capitalization exceeds $2.1 billion; and the second tranche to vest if, at the close of regular trading for 20 trading days out of any period of 30 consecutive trading days, either (i) the Company’s closing stock price exceeds $17.50 per share or (ii) the Company’s market capitalization exceeds $2.5 billion, provided in each case that the applicable stock price or market capitalization goal must be achieved no later than February 10, 2025 for the applicable tranche to vest, and provided further that the vesting of each tranche is subject to the grantee’s continued employment with the Company through the day on which the applicable goal is achieved. The fair value of the PSUs at valuation date was determined using a Monte Carlo valuation model that utilizes significant assumptions, including expected volatility, dividend yield, stock price as of the valuation date, market capitalization targets and the corresponding share price targets necessary for each tranche of PSUs to vest, expected life, and risk-free rate. The fair value of the PSUs at valuation date was $0.1 million with weighted average grant date fair value of $0.98, amortizing over a derived service period of 21 and 22 months for each tranche, respectively. Stock-Based Compensation For the three and nine months ended September 30, 2022 and 2021, the Company recorded stock-based compensation expense related to options granted to employees and nonemployees as follows (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Cost of revenue $ 42 $ 53 $ 145 $ 73 Research and development expense $ 1,269 $ 827 $ 3,250 $ 2,212 Selling, general and administrative expense $ 1,057 $ 412 $ 2,559 $ 1,083 Total stock-based compensation expense $ 2,368 $ 1,292 $ 5,954 $ 3,368 For the three months ended September 30, 2022 and 2021, the Company capitalized $42 thousand and $44 thousand, respectively, of stock-based compensation expense into inventory. For the nine months ended September 30, 2022 and 2021, the Company capitalized $0.1 million and $0.1 million, respectively, of stock-based compensation expense into inventory. During the nine months ended September 30, 2022, the Company recognized additional stock-based compensation expense of $0.3 million as a result of a modification of a cancelled option of a nonemployee. There were no modifications during the three months ended September 30, 2022, or during the three and nine months ended September 30, 2021. |
Earnout Liability
Earnout Liability | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure of Earnout Liability Abstract | |
Earnout Liability | Note 13. Earnout Liability In addition to the shares issued upon closing of the Business Combination (see Note 2), additional contingent shares (“Earnout Shares”) are payable to each holder of common stock and/or options receiving consideration in the Business Combination, in the amounts set forth below: (a) If the closing share price of Class A common stock equals or exceeds $15.00 per share for any 20 trading days within any consecutive 30-trading day period that occurs after the Closing Date and on or prior to the three-year anniversary of the Closing Date, then, the Company will issue to each holder of common stock that is entitled to Earnout Shares a number of shares of Class A common stock equal to such holder’s pro rata portion of 7,000,000 shares. (b) If the closing share price of Class A common stock equals or exceeds $17.50 per share for any 20 trading days within any consecutive 30-trading day period that occurs after the Closing Date and on or prior to the three-year anniversary of the Closing Date, the Company will issue to each holder of common stock that is entitled to Earnout Shares a number of shares of Class A common stock equal to such holder’s pro rata portion of 6,000,000 shares. The Company concluded the Earnout Shares meet the criteria for liability classification due to the existence of contingent settlement provisions that could result in holders receiving differing amounts of shares depending on the Company’s stock price or the price paid in a change of control. Because the settlement is not solely determined by the share price of the Company (that is, the share price observed in or implied by a qualifying change-in-control event), but also by the occurrence of a qualifying change-in-control event, this causes the Earnout Shares to not be indexed to the Company’s own shares, resulting in liability classification. Upon the closing of the Business Combination, the Company recorded these instruments as liabilities on the condensed consolidated balance sheet at fair value and will recognize subsequent changes in fair value in earnings at each reporting date. The fair value of the earnout liability was determined using a Monte Carlo valuation model that utilizes significant assumptions, including expected volatility, expected term, and risk-free rate, to determine the probability of achieving the common share price milestones. The following table summarizes the assumptions used in estimating the fair value of the earnout liability at each of the relevant periods: September 30, February 10, Current stock price $ 1.96 $ 7.99 Expected volatility 79.0 % 77.5 % Risk-free interest rate 4.25 % 1.80 % Expected term 2.4 years 3.0 years Expected dividend yield 0 % 0 % Current stock price: Expected volatility: Risk-free interest rate: Expected term: three Expected dividend yield: As of September 30, 2022, the balance of the earnout liability was approximately $4.1 million. For the three months ended September 30, 2022, the Company recorded a loss of $1.4 million in the condensed consolidated statement of operations and comprehensive income (loss) for the change in fair value of the earnout liability. For the nine months ended September 30, 2022, the Company recorded a gain of $70.9 million in the condensed consolidated statement of operations and comprehensive income (loss) for the change in fair value of the earnout liability. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Warrants Abstract | |
Warrants | Note 14. Warrants Common Stock Warrants Assumed in Business Combination As part of GCAC’s initial public offering, 8,625,000 Public Warrants were sold. Each Public Warrant allows the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustments. The Public Warrants may be exercised only for a whole number of shares of common stock. The Public Warrants will expire five years after the completion of the Business Combination, or earlier upon redemption or liquidation. The Public Warrants are listed on the Nasdaq under the symbol “CPTNW”. The Company may redeem the Public Warrants when exercisable, in whole and not in part, at a price of $0.01 per warrant, so long as the Company provides not less than 30 days’ prior written notice of redemption to each warrant holder, and only if the reported last sale of common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrant holders. Simultaneously with GCAC’s initial public offering, GCAC consummated a private placement of 5,175,000 Private Placement Warrants with the Sponsor. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of common stock issuable upon exercise will not be transferable, assignable or salable until 30 days after the completion of the Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are non-redeemable so long as they are held by the initial purchasers or such purchaser’s permitted transferees. If the Private Placement Warrants are held by someone other than the initial stockholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company concluded the Private Placement Warrants meet the criteria for liability classification due to the existence of a settlement provision that adjusts the settlement amount based on who the holder of the warrant is (i.e., permitted vs. non-permitted transferees). This provision causes the Private Placement Warrants to not be indexed to the Company’s own shares, resulting in liability classification. Upon consummation of the Business Combination, the fair value of the Private Placement Warrants was recorded at a value of approximately $2.6 million. The fair value of the Private Placement Warrants was remeasured on September 30, 2022 at $0.8 million. For the three months ended September 30, 2022, the Company recorded a loss of $0.1 million in the condensed consolidated statement of operations and comprehensive income (loss) for the change in fair value of the liability. For the nine months ended September 30, 2022, the company recorded a gain of $1.8 million, in the condensed consolidated statement of operations and comprehensive income (loss) for the change in fair value of the liability. Common Stock Warrants Issued with Borrowings In August 2019, Legacy Cepton entered into a loan and security agreement (“2019 Loan Agreement”) with Silicon Valley Bank (“SVB”) that allowed for borrowings of up to $5.0 million under a term loan through July 31, 2020. The term loan was repaid in February 2020. In connection with the 2019 Loan Agreement, Legacy Cepton issued detachable warrants to purchase an aggregate of 60,000 shares of common stock. The warrant was recorded to additional paid-in capital at an estimated fair value of $88 thousand as determined by the Black-Scholes valuation model. Immediately prior to the consummation of the Business Combination, the 60,000 warrants were net exercised and subsequently converted into 136,994 shares of common stock. On January 4, 2022, in connection with the Trinity Loan Agreement, Legacy Cepton issued a warrant to purchase 96,998 shares of common stock with an exercise price of $16.89 per share. The warrant was immediately exercisable and expires on January 4, 2032. The Company concluded the warrant meets the criteria for liability classification due to the existence of contingent settlement provisions that could result in holders receiving differing amounts of shares depending on the Company’s stock price or the price paid in a change of control. Because the settlement is not solely determined by the share price of the Company (that is, the share price observed in or implied by a qualifying change-in-control event), but also by the occurrence of a qualifying change-in-control event, this causes the warrant to not be indexed to the Company’s own shares, resulting in liability classification. The fair value of the warrant was initially estimated to be $1.3 million using the Black-Scholes valuation model. Immediately prior to the consummation of the Business Combination, the 96,998 warrants were net exercised and subsequently converted into 73,741 shares of common stock. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 15. Income Taxes The Company’s provision for income taxes was $5 thousand for each of the three months ended September 30, 2022 and 2021. The Company’s provision for income taxes was $21 thousand and $16 thousand for the nine months ended September 30, 2022 and 2021, respectively. The Company’s income tax provision for the three and nine months ended September 30, 2022, was primarily related to income taxes on earnings from its foreign tax jurisdictions. The difference between the Company’s effective income tax rate and the U.S. federal statutory rate is primarily attributable to unrecognized U.S. federal and state tax benefit because of a full valuation allowance that the Company has established against its federal and state deferred tax assets and foreign tax rate differential from U.S. federal statutory rate. The fair value remeasurement of the earnout and warrant liabilities have no impact to U.S. federal and state net operating loss. The Company continues to maintain a full valuation allowance against the U.S. federal and state deferred tax assets. The Company conducts its business globally and its operating income is subject to varying rates of tax in the U.S., Canada, Germany, Hong Kong, Japan, China, and the U.K. Consequently, the Company’s effective tax rate is dependent upon the geographic distribution of its earnings or losses and the tax laws and regulations in each geographical region. Due to historical losses in the U.S., the Company has a full valuation allowance on its U.S. federal and state deferred tax assets. Management continues to evaluate the realizability of deferred tax assets and the related valuation allowance. If management’s assessment of the deferred tax assets or the corresponding valuation allowance were to change, the Company would record the related adjustment to income during the period in which management makes the determination. 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 tax credits. The Company does not have any tax audits or other issues pending. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | Note 16. Leases The Company leases office and manufacturing facilities under non-cancelable operating leases expiring at various dates through July 2027. The Company’s lease agreements do not contain any material terms and conditions of residual value guarantees or material restrictive covenants. The Company adopted ASU 2016-02, Leases (Topic 842) using the modified retrospective method on January 1, 2022. The most significant impact of the adoption of this standard was the recognition of right-of-use, or ROU, assets and lease liabilities for operating leases of $1.4 million and $1.8 million, respectively, and a reversal of deferred rent liabilities of $0.4 million on January 1, 2022. The adoption did not have a material impact on the Company’s operating results or cash flows. The Company determines if an arrangement is or contains a lease at inception. Operating leases are included in operating lease right-of use assets and operating lease liabilities in the Company’s condensed consolidated balance sheets. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the commencement date based on an amount equal to the present value of lease payments over the lease term. The Company’s leases do not provide an implicit rate; therefore, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company uses the implicit rate when it is readily determinable. The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed it to carry forward existing lease classification and to exclude leases with original terms of one year or less. Further, the Company elected to combine lease and non-lease components for all asset classes. Variable lease payments are defined as payments made for the right to use an asset that vary because of changes in facts or circumstances occurring after the commencement date, other than the passage of time. Any variable lease components are expensed as incurred. The operating lease right-of-use assets also include adjustments related to prepaid or deferred lease payments and lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense for lease payments is recognized on a straight-line basis over the lease term. The components of lease expense for the three and nine months ended September 30, 2022 were as follows (in thousands): Three Months Nine Months Operating lease cost $ 388 $ 1,129 Variable lease cost 210 631 Total operating lease cost $ 598 $ 1,760 Supplemental cash flow information for the nine months ended September 30, 2022 related to leases was as follows (in thousands): Amount Cash paid for amounts included in the measurement of lease liabilities: Cash paid for operating leases included in operating activities $ 1,358 Right of use assets obtained in exchange for lease obligations: Operating leases $ 1,827 Supplemental balance sheet information related to leases was as follows (in thousands): September 30, Operating lease right-of-use assets: Operating lease right-of-use assets, current $ 474 Operating lease right-of-use assets, non-current 338 Total operating lease right-of-use assets $ 812 Operating lease liabilities: Operating lease liabilities, current $ 653 Operating lease liabilities, non-current 297 Total operating lease liabilities $ 950 Weighted average remaining term and discount rates were as follows (term in years): Amount Weighted average remaining lease term 1.93 Weighted average discount rate 13.73 % Maturities of lease liabilities were as follows (in thousands): Year Ending December 31, 2022 $ 480 2023 253 2024 104 2025 100 Thereafter 148 Total undiscounted lease payments $ 1,085 Present value adjustment for minimum lease commitments 135 Net Lease Liabilities $ 950 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 17. Commitments and Contingencies Legal Proceedings From time to time, the Company may be involved in various legal claims, litigation and other matters that arise in the normal course of its operations. 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, actions 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. There are no material accruals for loss contingencies associated with such legal claims, actions or litigation as of September 30, 2022. Lease Commitment During the quarter ended September 30, 2022, the Company entered into a new office lease agreement commencing on February 1, 2023 through April 30, 2028. The lease agreement requires an initial security deposit of $2.6 million, payable at 60 days after execution of the lease agreement to be held as restricted cash, and will be reduced over the term of the lease agreement. Total amounts to be paid under the lease are as follows (in thousands): Year Ending December 31, 2023 $ 2,214 2024 3,034 2025 3,112 2026 3,222 Thereafter 4,159 Total undiscounted lease payments $ 15,741 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 18. Related Party Transactions Revenue generated from a certain related party customer and investor was $0.3 million and $1.5 million for the three months ended September 30, 2022 and 2021, respectively. Revenue generated from the same customer and investor was $2.1 million and $2.3 million for the nine months ended September 30, 2022 and 2021, respectively. Accounts receivable from this customer and investor was $0.5 million as of September 30, 2022 and was $0.1 million as of December 31, 2021. |
Basic and Diluted Net Income (L
Basic and Diluted Net Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Income (Loss) Per Share | Note 19. Basic and Diluted Net Income (Loss) Per Share The Company follows the two-class method when computing net income (loss) per common share when shares are issued that meet the definition of participating securities. The Company was in a net income position for the three and nine months ended September 30, 2022 and a net loss position for the three and nine months ended September 30, 2021. The Company considers its convertible preferred stock to be participating as holders of such securities have non-forfeitable dividend rights in the event of the declaration of a dividend for shares of common stock. When the Company is in a net loss position, the net loss attributable to common stockholders is not allocated to the convertible preferred stock under the two-class method as these securities do not have a contractual obligation to share in losses. Basic net income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of the Company’s common stock outstanding. During the periods when there is a net loss attributable to common stockholders, potentially dilutive common stock equivalents have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is anti-dilutive. Net income (loss) per share calculations for all periods prior to the Business Combination have been retroactively restated to the equivalent number of shares reflecting the Exchange Ratio. The following tables present reconciliations of the denominators of basic and diluted net income (loss) per share: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Denominator: Weighted-average common shares outstanding – Basic 155,689,414 67,199,734 142,744,165 67,000,984 Stock options to purchase common stock and RSUs (1) — — 9,304,266 — Weighted-average common shares outstanding - Diluted 155,689,414 67,199,734 152,048,431 67,000,984 (1) Includes the weighted average unvested shares subject to repurchase of 7,817 as of the nine months ended September 30, 2022. The following common stock equivalents were excluded from the computation of diluted net income (loss) per share for the periods presented because including them would have been antidilutive: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Stock options to purchase common stock and RSUs 10,344,697 17,252,253 5,002,191 17,252,253 Unvested restricted stock — 168,385 — 168,385 Preferred shares on an as-converted basis — 53,078,571 — 53,078,571 Class F shares an as-converted basis — 20,505,344 — 20,505,344 Shares issuable upon exercise of warrants — 146,954 — 146,954 Total 10,344,697 91,151,507 5,002,191 91,151,507 As of September 30, 2022, 13,000,000 Earnout Shares were excluded from the table above because the shares are considered contingently issuable and the required common share price milestones were not achieved as of September 30, 2022. As of September 30, 2022, 13,800,000 common stock warrants were excluded from the table above as no shares were issuable under the treasury stock method of computing diluted earnings per share. |
Segments
Segments | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segments | Note 20. 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 assets of the Company located in its country of domicile, the United States, are approximately 99%. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 21. Subsequent Events The Company has evaluated subsequent events from the balance sheet date th rough November 10, 202 On October 27, 2022, the Company entered into an Investment Agreement (“Investment Agreement”) with Koito Manufacturing Co., Ltd. (“Koito”), pursuant to which, among other things, at the closing of the transactions, and based on the terms and subject to the conditions set forth therein, the Company will issue and sell to Koito, 100,000 shares of Series A Convertible Preferred Stock, par value $0.00001 per share (the “Preferred Stock”), for a purchase price of $100.0 million. The Preferred Stock will be convertible, beginning on the first anniversary of the issue date, into shares of the Company’s common stock at an approximate initial conversion price of $2.585 per share. At the Company’s election, the Preferred Stock carries a 4.25% per annum dividend if paid in kind or a 3.25% per annum dividend if paid in cash, in each case paid in arrears. Consummation of the investment is subject to, among other things, approval of the Company’s shareholders and satisfaction of applicable closing conditions The investment is expected to close in the first quarter of 2023. Concurrently with the execution of the Investment Agreement, the Company entered into a Secured Term Loan Agreement with Koito to borrow Japanese Yen ¥5.8 billion (approximately $39 million), the proceeds of which will be used to repay amounts outstanding under the Trinity Capital Loan and for working capital and general corporate purposes. The Loan will accrue interest at a rate equal to 1.0% per annum and will be payable at maturity. The Loan will mature on the earlier of three business days after the closing of the transactions contemplated by the Investment Agreement and the date on which the Investment Agreement is terminated in accordance with its terms. Pursuant to the Secured Term Loan Agreement, the Company will be required to enter into a Security Agreement and a Patent Security Agreement, pursuant to which, effective upon the Company’s receipt of the Loan, the obligations of the Company under the Secured Term Loan Agreement will, effective as of the date of the Company’s receipt of the Loan, be secured by substantially all of the personal property of the Company, including all patents. On November 7, 2022, the Company repaid all outstanding principal and accrued interest under the Trinity Loan Agreement, including a 1.50% prepayment penalty and 2.50% end of term payment. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business Cepton, Inc., and its wholly owned subsidiaries, (collectively, the “Company”) formerly known as Growth Capital Acquisition Corp. (“GCAC”), was originally incorporated in Delaware on January 4, 2010, under the name PinstripesNYS, Inc. GCAC changed its name to Growth Capital Acquisition Corp. on February 14, 2020. GCAC was a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or other similar business combination with one or more target businesses. On February 2, 2021, the Company consummated its initial public offering (the “IPO”), following which its shares began trading on the Nasdaq National Market (“Nasdaq”). On August 4, 2021, GCAC entered into a Business Combination Agreement (as amended, the “Merger Agreement”) with Cepton Technologies, Inc. (“Legacy Cepton”) and GCAC Merger Sub Inc., a wholly owned subsidiary of GCAC (“Merger Sub”). On February 10, 2022 (the “Closing Date”), the transactions contemplated by the Merger Agreement (the “Business Combination”) were consummated. In connection with the closing of the Business Combination, GCAC changed its name to Cepton, Inc. and its shares and public warrants began trading on the Nasdaq under the symbols “CPTN” and “CPTNW”, respectively. As a result of the Business Combination, Cepton, Inc. became the owner, directly or indirectly, of all of the equity interests of Legacy Cepton and its subsidiaries. The Company provides state-of-the-art, intelligent, lidar-based solutions for a range of markets such as automotive, smart cities, smart spaces, and smart industrial applications. The Company’s patented lidar technology enables reliable, scalable, and cost-effective solutions that deliver long range, high resolution 3D perception for smart applications. The Company is headquartered in San Jose, California, USA, with a presence in Germany, Canada, Japan, China and India. |
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 condensed consolidated financial statements include the accounts of our wholly owned subsidiaries in Canada, Germany, Japan, China and the United Kingdom. All intercompany balances and transactions have been eliminated in consolidation. The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of September 30, 2022, the Company had cash and cash equivalents of $3.3 million, short-term investment of $18.3 million, and an accumulated deficit of $70.8 million. During the nine months ended September 30, 2022, the Company incurred an operating loss of $46.7 million and had negative cash flows from operating activities of $43.5 million. Although much of the negative cash flow resulted from an increase in expenses for research and development projects and administrative expenses to support growth of the Company, the Company expects to continue to invest in research and development and generate operating losses in the future. The Company is subject to risks and uncertainties frequently encountered by early-stage companies including, but not limited to, the uncertainty of successfully developing its products, securing certain contracts, building its customer base, successfully executing its business and marketing strategy and hiring appropriate personnel. To date, the Company has been funded primarily by equity financings, convertible promissory notes and the net proceeds we received through the Business Combination, PIPE offering, and private placements of the Legacy Cepton convertible preferred stock. 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. For further information regarding our pending financing activities, see Note 21. |
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 investments, and accounts receivable. The Company maintains a substantial portion of its cash and cash equivalents and short-term investments in money market funds, commercial paper, corporate debt securities, and asset backed securities. Management believes that the financial institutions that hold its cash, cash equivalents, and short-term investments are financially sound and, accordingly, represent minimal credit risk. Deposits held with banks may exceed the amount of federal insurance limits provided on such deposits. As of September 30, 2022 and December 31, 2021, two and three customers, respectively, each accounted for more than 10% of accounts receivable. Customers with revenue equal to or greater than 10% of total revenue for the periods indicated were as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Customer A 16 % 80 % 35 % 71 % Customer B 21 % 4 % 24 % 3 % Customer C 40 % — % 15 % — % |
Use of Estimates | Use of Estimates The preparation of the condensed 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 condensed 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 standalone selling prices of performance obligations for revenue recognition, allowances for doubtful accounts, inventory valuation and reserves, valuation allowance for deferred tax assets, useful lives of property and equipment, income tax uncertainties, the valuation of certain derivative liabilities, and other loss contingencies. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates, and such differences could be material to the Company’s condensed consolidated financial condition and results of operations. |
Product Warranties | Product Warranties The Company typically provides a one-year warranty on its products. Estimated future warranty costs are accrued and charged to cost of goods sold in the period that the related revenue is recognized. These estimates are derived from historical data and trends of product reliability and costs of repairing and replacing defective products. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Through September 30, 2022, there were immaterial changes to the accrued warranty liability which was recorded in accrued expenses and other current liabilities on the consolidated balance sheet. |
Reclassifications | Reclassifications During the course of preparing the financial statements, the Company identified an immaterial error in its misapplication of accounting guidance related to the presentation of certain costs related to research and development expenses and costs of revenue for the nine months ended September 30, 2021. The Company concluded the misstatement was not material to the financial statement of any interim period. The error had no impact on reported operating loss or net loss. The corrections to the Company’s condensed consolidated statement of operations for the nine months ended September 30, 2021 were as follows (in thousands): Nine Months Ended September 30, 2021 (As Previously Reported) Corrections (as Corrected) Lidar sensor and prototype revenue $ 1,989 $ — $ 1,989 Development revenue 1,235 — 1,235 Total revenue 3,224 — 3,224 Lidar sensor and prototype cost of revenue 3,053 — 3,053 Development cost of revenue 3,104 (2,728 ) 376 Total cost of revenue 6,157 (2,728 ) 3,429 Gross loss (2,933 ) 2,728 (205 ) Operating expenses: Research and development 14,593 2,728 17,321 Selling, general and administrative 9,992 — 9,992 Total operating expenses 24,585 2,728 27,313 Operating loss (27,518 ) — (27,518 ) Net loss $ (26,422 ) $ — $ (26,422 ) During the Company’s preparation of its condensed consolidated financial statements for the nine months ended September 30, 2022, the Company identified an immaterial misclassification error related to the common shares issued to Lincoln Park as a commitment fee. The common shares issued as a commitment fee to Lincoln Park should have been recorded as an equity-linked derivative liability within additional paid-in capital at a market value of $9.94 per share, which was the closing price of GCAC common stock as of November 24, 2021, the inception of the Lincoln Park agreement, as opposed to recording a deferred transaction cost asset within prepaid expenses and other current assets. Upon the closing of the Business Combination and issuance of the commitment shares on February 10, 2022 and August 11, 2022, the obligation became fully extinguished on August 11, 2022 and the amount reflected within additional paid-in capital. The Company corrected the error in the condensed consolidated financial statements for the nine months ended September 30, 2022. The Company believes the correction of the error is immaterial to the previously issued condensed consolidated financial statements for prior periods. The condensed consolidated statements of convertible preferred stock and stockholders’ equity (deficit) included in this Quarterly Report as of September 30, 2022 differ from our Form 10-Q’s for the periods ended March 31, 2022 and June 30, 2022, reflecting immaterial error corrections, including the misclassification of $1.6 million from prepaid expenses and other current assets to additional paid-in capital for the Lincoln Park commitment fee obligation as of March 31, 2022. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In May 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2021-04, Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Topic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) 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 In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of total revenue | Three Months Ended Nine Months Ended 2022 2021 2022 2021 Customer A 16 % 80 % 35 % 71 % Customer B 21 % 4 % 24 % 3 % Customer C 40 % — % 15 % — % |
Schedule of condensed consolidated statement of operations | Nine Months Ended September 30, 2021 (As Previously Reported) Corrections (as Corrected) Lidar sensor and prototype revenue $ 1,989 $ — $ 1,989 Development revenue 1,235 — 1,235 Total revenue 3,224 — 3,224 Lidar sensor and prototype cost of revenue 3,053 — 3,053 Development cost of revenue 3,104 (2,728 ) 376 Total cost of revenue 6,157 (2,728 ) 3,429 Gross loss (2,933 ) 2,728 (205 ) Operating expenses: Research and development 14,593 2,728 17,321 Selling, general and administrative 9,992 — 9,992 Total operating expenses 24,585 2,728 27,313 Operating loss (27,518 ) — (27,518 ) Net loss $ (26,422 ) $ — $ (26,422 ) |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Schedule of reconciles the elements of the business combination | Cash – Trust and cash, net of redemptions $ 16,607 Cash – PIPE Investment 59,500 Gross Proceeds from the Business Combination 76,107 Less: transaction costs and advisory fees, paid (31,662 ) Net proceeds from the Business Combination 44,445 Less: transaction costs and advisory fees, accrued (135 ) Less: Private Placement Warrants assumed (2,588 ) Less: Earnout liability assumed (74,998 ) Reverse recapitalization, net (33,276 ) Add: Private Placement Warrants assumed 2,588 Add: Earnout liability assumed 74,998 Add: Transaction costs recorded to general and administrative expense 2,631 Add: Transaction costs accrued 135 Business Combination proceeds, net $ 47,076 |
Schedule of common stock issued immediately to consummation of business combination | GCAC Class A common stock, outstanding prior to Business Combination 17,250,000 Less: Redemption of GCAC Class A common stock (15,589,540 ) Class A common stock of GCAC 1,660,460 GCAC founder shares 4,312,500 GCAC shares issued in PIPE Investment 5,950,000 Business Combination and PIPE shares 11,922,960 Legacy Cepton shares 142,075,043 Class A common stock immediately after Business Combination 153,998,003 |
Schedule of legacy cepton shares | Legacy Cepton shares Legacy Cepton shares, after Exchange Ratio Balance at December 31, 2021 27,618,907 67,645,189 Convertible preferred stock 21,671,491 53,078,571 Class F stock 8,372,143 20,505,344 Option exercises (1) 259,348 635,204 Warrants exercises (2) 86,041 210,735 Total 142,075,043 (1) Option exercises during the period of January 1, 2022 to February 10, 2022. (2) Represents warrants that were net exercised prior to the Business Combination (See Note 14). |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of total revenue disaggregated | Three Months Ended September 30, 2022 2021 Revenue % of Revenue Revenue % of Revenue Revenue by country of domicile: Japan $ 376 21 % $ 1,644 87 % United States $ 684 38 % $ 147 8 % China 719 40 % — — % Other 25 1 % 100 5 % Total $ 1,804 100 % $ 1,891 100 % Nine Months Ended September 30, 2022 2021 Revenue % of Revenue Revenue % of Revenue Revenue by country of domicile: Japan $ 2,640 45 % $ 2,520 79 % United States 2,177 37 % 402 12 % China 879 15 % — — % Other 153 3 % 302 9 % Total $ 5,849 100 % $ 3,224 100 % |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities measured at fair value on a recurring basis | September 30, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market fund $ 2,599 $ — $ — $ 2,599 Total cash equivalents $ 2,599 $ — $ — $ 2,599 Short-term investments: Commercial paper $ — $ 7,985 $ — $ 7,985 U.S. treasury securities — 2,500 — 2,500 U.S. government agency securities — 4,712 — 4,712 Corporate debt securities — 3,109 — 3,109 Total short-term investments — 18,306 — 18,306 Total assets measured at fair value $ 2,599 $ 18,306 $ — $ 20,905 Liabilities: Private placement warrants $ — $ 766 $ — $ 766 Earnout liability — — 4,130 4,130 Total liabilities measured at fair value $ — $ 766 $ 4,130 $ 4,896 December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market fund $ 932 $ — $ — $ 932 Total cash equivalents $ 932 $ — $ — $ 932 Short-term investments: Corporate debt securities $ — $ 2,836 $ — $ 2,836 Total short-term investments — 2,836 — 2,836 Total assets measured at fair value $ 932 $ 2,836 $ — $ 3,768 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | September 30, December 31, Raw materials $ 1,189 $ 891 Work-in-process 1,103 518 Finished goods 224 1,114 Total inventories $ 2,516 $ 2,523 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of prepaid expenses and other current assets | September 30, December 31, Deferred transaction costs $ — $ 4,688 Other prepaid expenses 675 1,153 Payroll tax receivable 865 980 Prepaid insurance 3,010 162 Prepaid rent — 11 Other current assets 314 4 Total prepaid expenses and other current assets $ 4,864 $ 6,998 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | September 30, December 31, Machinery and equipment $ 1,184 $ 698 Automobiles 101 101 Leasehold improvements 189 120 Computer and equipment 116 87 Total property, and equipment 1,590 1,006 Less: accumulated depreciation and amortization (750 ) (526 ) Total property and equipment, net $ 840 $ 480 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of accrued expenses | September 30, December 31, Accrued expenses and taxes $ 1,240 $ 1,151 Accrued payroll 1,756 826 Accrued unvested option liability — 101 Deferred revenue 355 308 Deferred rent — 373 Warranty reserve 48 18 Total accrued expenses and other current liabilities $ 3,399 $ 2,777 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Convertible Preferred Stock Abstract | |
Schedule of convertible preferred stock | Issuance Date Shares Authorized Shares Issued and Outstanding Original Issue Price per Share Aggregate Liquidation Preference Series A July 6, 2016 8,000,000 8,000,000 $ 1.0000 $ 8,000,000 Series B July 13, 2018 4,069,600 4,069,600 6.2500 25,435,000 Series B-1 July 13, 2018 3,272,475 3,272,475 3.1250 10,226,484 Series C February 4, 2020 7,463,934 6,329,416 8.3736 52,999,998 22,806,009 21,671,491 $ 96,661,482 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of employee and nonemployee stock option activity | Shares Weighted Average Exercise Price Weighted Average Remaining Contract Term (in years) Aggregate Outstanding as of December 31, 2021 6,796,114 $ 4.66 7.5 $ 126,591 Retroactive application of Exchange Ratio 9,849,028 (2.75 ) Outstanding as of December 31, 2021 16,645,142 1.91 Granted 571,050 8.99 Exercised (1,407,998 ) 0.50 Expired/Forfeited (1,183,166 ) 3.91 Outstanding as of September 30, 2022 14,625,028 $ 2.16 6.7 $ 13,701 Exercisable as of September 30, 2022 9,896,881 $ 1.29 6.0 $ 11,986 Vested and expected to vest as of September 30, 2022 14,625,028 $ 2.16 6.7 $ 13,701 |
Schedule of RSU activity | Shares Weighted Grant Date Fair Value Outstanding as of December 31, 2021 — $ — Granted 5,256,153 $ 2.61 Released — $ — Forfeited (122,423 ) $ 2.81 Outstanding as of September 30, 2022 5,133,730 $ 2.60 |
Schedule of stock-based compensation expense related to options granted to employees and nonemployees | Three Months Ended Nine Months Ended 2022 2021 2022 2021 Cost of revenue $ 42 $ 53 $ 145 $ 73 Research and development expense $ 1,269 $ 827 $ 3,250 $ 2,212 Selling, general and administrative expense $ 1,057 $ 412 $ 2,559 $ 1,083 Total stock-based compensation expense $ 2,368 $ 1,292 $ 5,954 $ 3,368 |
Earnout Liability (Tables)
Earnout Liability (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure of Earnout Liability Abstract | |
Schedule of assumptions used in estimating the fair value of the earnout liablity | September 30, February 10, Current stock price $ 1.96 $ 7.99 Expected volatility 79.0 % 77.5 % Risk-free interest rate 4.25 % 1.80 % Expected term 2.4 years 3.0 years Expected dividend yield 0 % 0 % |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of components of lease expense | Three Months Nine Months Operating lease cost $ 388 $ 1,129 Variable lease cost 210 631 Total operating lease cost $ 598 $ 1,760 |
Schedule of supplemental cash flow information | Amount Cash paid for amounts included in the measurement of lease liabilities: Cash paid for operating leases included in operating activities $ 1,358 Right of use assets obtained in exchange for lease obligations: Operating leases $ 1,827 |
Schedule of supplemental balance sheet information related to leases | September 30, Operating lease right-of-use assets: Operating lease right-of-use assets, current $ 474 Operating lease right-of-use assets, non-current 338 Total operating lease right-of-use assets $ 812 Operating lease liabilities: Operating lease liabilities, current $ 653 Operating lease liabilities, non-current 297 Total operating lease liabilities $ 950 |
Schedule of weighted average remaining term and discount rates | Amount Weighted average remaining lease term 1.93 Weighted average discount rate 13.73 % |
Schedule of maturities of lease liabilities | Year Ending December 31, 2022 $ 480 2023 253 2024 104 2025 100 Thereafter 148 Total undiscounted lease payments $ 1,085 Present value adjustment for minimum lease commitments 135 Net Lease Liabilities $ 950 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of total amounts paid under the lease | Year Ending December 31, 2023 $ 2,214 2024 3,034 2025 3,112 2026 3,222 Thereafter 4,159 Total undiscounted lease payments $ 15,741 |
Basic and Diluted Net Income _2
Basic and Diluted Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of denominators of basic and diluted net income (loss) per share | Three Months Ended Nine Months Ended 2022 2021 2022 2021 Denominator: Weighted-average common shares outstanding – Basic 155,689,414 67,199,734 142,744,165 67,000,984 Stock options to purchase common stock and RSUs (1) — — 9,304,266 — Weighted-average common shares outstanding - Diluted 155,689,414 67,199,734 152,048,431 67,000,984 (1) Includes the weighted average unvested shares subject to repurchase of 7,817 as of the nine months ended September 30, 2022. |
Schedule of diluted net income (loss) per share | Three Months Ended Nine Months Ended 2022 2021 2022 2021 Stock options to purchase common stock and RSUs 10,344,697 17,252,253 5,002,191 17,252,253 Unvested restricted stock — 168,385 — 168,385 Preferred shares on an as-converted basis — 53,078,571 — 53,078,571 Class F shares an as-converted basis — 20,505,344 — 20,505,344 Shares issuable upon exercise of warrants — 146,954 — 146,954 Total 10,344,697 91,151,507 5,002,191 91,151,507 |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items] | ||
Cash and cash equivalents | $ 3.3 | |
Short-term investment | 18.3 | |
Accumulated deficit | 70.8 | |
Operating loss | 46.7 | |
Cash flows from operating activities | $ 43.5 | |
Accounts receivable percentage | 10% | 10% |
Total revenue percentage | 10% | |
Prepaid expenses and other current assets | $ 1.6 | |
Lincoln Park [Member] | ||
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items] | ||
Derivative liability within additional paid-in capital per share (in Dollars per share) | $ 9.94 |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies (Details) - Schedule of total revenue | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Customer A [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Total Revenue percentage | 16% | 80% | 35% | 71% |
Customer B [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Total Revenue percentage | 21% | 4% | 24% | 3% |
Customer C [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Total Revenue percentage | 40% | 15% |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies (Details) - Schedule of condensed consolidated statement of operations $ in Thousands | 9 Months Ended |
Sep. 30, 2021 USD ($) | |
As Previously Reported [Member] | |
Condensed Income Statements, Captions [Line Items] | |
Lidar sensor and prototype revenue | $ 1,989 |
Development revenue | 1,235 |
Total revenue | 3,224 |
Lidar sensor and prototype cost of revenue | 3,053 |
Development cost of revenue | 3,104 |
Total cost of revenue | 6,157 |
Gross loss | (2,933) |
Operating expenses: | |
Research and development | 14,593 |
Selling, general and administrative | 9,992 |
Total operating expenses | 24,585 |
Operating loss | (27,518) |
Net loss | (26,422) |
Corrections [Member] | |
Condensed Income Statements, Captions [Line Items] | |
Lidar sensor and prototype revenue | |
Development revenue | |
Total revenue | |
Lidar sensor and prototype cost of revenue | |
Development cost of revenue | (2,728) |
Total cost of revenue | (2,728) |
Gross loss | 2,728 |
Operating expenses: | |
Research and development | 2,728 |
Selling, general and administrative | |
Total operating expenses | 2,728 |
Operating loss | |
Net loss | |
as Corrected [Member] | |
Condensed Income Statements, Captions [Line Items] | |
Lidar sensor and prototype revenue | 1,989 |
Development revenue | 1,235 |
Total revenue | 3,224 |
Lidar sensor and prototype cost of revenue | 3,053 |
Development cost of revenue | 376 |
Total cost of revenue | 3,429 |
Gross loss | (205) |
Operating expenses: | |
Research and development | 17,321 |
Selling, general and administrative | 9,992 |
Total operating expenses | 27,313 |
Operating loss | (27,518) |
Net loss | $ (26,422) |
Business Combination (Details)
Business Combination (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Feb. 10, 2022 | Sep. 30, 2022 | |
Business Combination (Details) [Line Items] | ||
Expire term | 5 years | |
Direct and incremental cost | $ 31,800 | |
Transaction costs | 2,600 | |
Recognized amount of prepaid expenses | 4,400 | |
Recognized amount of current assets and other | 1,900 | |
Gross proceeds | 76,100 | |
Total transaction costs | $ 40,700 | |
Warrant [Member] | ||
Business Combination (Details) [Line Items] | ||
Exercise price per share (in Dollars per share) | $ 11.5 | $ 18 |
Class A Common Stock [Member] | ||
Business Combination (Details) [Line Items] | ||
Redemption of shares (in Shares) | 15,589,540 | |
Aggregate payment | $ 155,900 | |
Business Combination [Member] | ||
Business Combination (Details) [Line Items] | ||
Business combination, recapitalization | In connection with the Business Combination, the following occurred to recapitalize the Company: ●Shares of Legacy Cepton convertible preferred stock and Class F stock issued and outstanding, were converted into common stock of Legacy Cepton, and thereafter, all shares of Legacy Cepton common stock were subsequently converted into the Company’s Class A common stock, par value $0.0001 per share, at a rate of approximately 2.449 (the “Exchange Ratio”); ●Vested stock options to purchase or receive shares of Legacy Cepton common stock (see Note 12) converted into options to purchase or receive shares of the Company’s Class A common stock, par value $0.0001 per share, in accordance with the Exchange Ratio; ●Outstanding warrants, whether vested or unvested, to purchase shares of Legacy Cepton common stock (see Note 14) converted into shares of the Company’s Class A common stock, par value $0.0001 per share, in accordance with the Exchange Ratio; ●Outstanding unvested stock options to purchase or receive shares of Legacy Cepton common stock (see Note 12) converted into unvested stock options to purchase or receive shares of the Company’s Class A common stock upon the same terms and conditions that were in effect with respect to such stock options immediately prior to the Business Combination, after giving effect to the Exchange Ratio; ●The Company’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of capital stock to 355,000,000 shares, of which 350,000,000 shares were designated common stock, $0.00001 par value per share, and of which 5,000,000 shares were designated preferred stock, $0.00001 par value per share and to reclassify each share of Class A common stock and Class B common stock into one share of common stock. | |
Total transaction costs | $ 135 | |
PIPE Investment [Member] | ||
Business Combination (Details) [Line Items] | ||
Common stock, shares subscription (in Shares) | 5,950,000 | |
Purchase price per share (in Dollars per share) | $ 10 | |
Common stock, shares value | $ 59,500 |
Business Combination (Details)
Business Combination (Details) - Schedule of reconciles the elements of the business combination - Business Combination [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Condensed Financial Statements, Captions [Line Items] | |
Cash – Trust and cash, net of redemptions | $ 16,607 |
Cash – PIPE Investment | 59,500 |
Gross Proceeds from the Business Combination | 76,107 |
Less: transaction costs and advisory fees, paid | (31,662) |
Net proceeds from the Business Combination | 44,445 |
Less: transaction costs and advisory fees, accrued | (135) |
Less: Private Placement Warrants assumed | (2,588) |
Less: Earnout liability assumed | (74,998) |
Reverse recapitalization, net | (33,276) |
Add: Private Placement Warrants assumed | 2,588 |
Add: Earnout liability assumed | 74,998 |
Add: Transaction costs recorded to general and administrative expense | 2,631 |
Add: Transaction costs accrued | 135 |
Business Combination proceeds, net | $ 47,076 |
Business Combination (Details_2
Business Combination (Details) - Schedule of common stock issued immediately to consummation of business combination | 9 Months Ended |
Sep. 30, 2022 shares | |
Schedule Of Common Stock Issued Immediately To Consummation Of Business Combination Abstract | |
GCAC Class A common stock, outstanding prior to Business Combination | 17,250,000 |
Less: Redemption of GCAC Class A common stock | (15,589,540) |
Class A common stock of GCAC | 1,660,460 |
GCAC founder shares | 4,312,500 |
GCAC shares issued in PIPE Investment | 5,950,000 |
Business Combination and PIPE shares | 11,922,960 |
Legacy Cepton shares | 142,075,043 |
Class A common stock immediately after Business Combination | 153,998,003 |
Business Combination (Details_3
Business Combination (Details) - Schedule of legacy cepton shares - Business Combination [Member] $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 USD ($) shares | ||
Legacy Cepton shares [Member] | ||
Business Combination, Separately Recognized Transactions [Line Items] | ||
Balance at December 31, 2021 (in Dollars) | $ | $ 27,618,907 | |
Convertible preferred stock | 21,671,491 | |
Class F stock | 8,372,143 | |
Option exercises | 259,348 | [1] |
Warrants exercises | 86,041 | [2] |
Legacy Cepton shares, after Exchange Ratio [Member] | ||
Business Combination, Separately Recognized Transactions [Line Items] | ||
Balance at December 31, 2021 (in Dollars) | $ | $ 67,645,189 | |
Convertible preferred stock | 53,078,571 | |
Class F stock | 20,505,344 | |
Option exercises | 635,204 | [1] |
Warrants exercises | 210,735 | [2] |
Total | 142,075,043 | |
[1] Option exercises during the period of January 1, 2022 to February 10, 2022. Represents warrants that were net exercised prior to the Business Combination (See Note 14). |
Revenue (Details)
Revenue (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Accrued expenses and other current liabilities | $ 0.4 | $ 0.3 |
Revenue (Details) - Schedule of
Revenue (Details) - Schedule of total revenue disaggregated - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue by country of domicile: | ||||
Revenue | $ 1,804 | $ 1,891 | $ 5,849 | $ 3,224 |
% of Revenue | 100% | 100% | 100% | 100% |
Japan [Member] | ||||
Revenue by country of domicile: | ||||
Revenue | $ 376 | $ 1,644 | $ 2,640 | $ 2,520 |
% of Revenue | 21% | 87% | 45% | 79% |
United States [Member] | ||||
Revenue by country of domicile: | ||||
Revenue | $ 684 | $ 147 | $ 2,177 | $ 402 |
% of Revenue | 38% | 8% | 37% | 12% |
China [Member] | ||||
Revenue by country of domicile: | ||||
Revenue | $ 719 | $ 879 | ||
% of Revenue | 40% | 15% | ||
Other [Member] | ||||
Revenue by country of domicile: | ||||
Revenue | $ 25 | $ 100 | $ 153 | $ 302 |
% of Revenue | 1% | 5% | 3% | 9% |
Fair Value Measurement (Details
Fair Value Measurement (Details) - Schedule of assets and liabilities measured at fair value on a recurring basis - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Cash equivalents: | ||
Money market fund | $ 2,599 | $ 932 |
Total cash equivalents | 2,599 | 932 |
Short-term investments: | ||
Commercial paper | 7,985 | |
U.S. treasury securities | 2,500 | |
U.S. government agency securities | 4,712 | |
Corporate debt securities | 3,109 | 2,836 |
Total short-term investments | 18,306 | 2,836 |
Total assets measured at fair value | 20,905 | 3,768 |
Liabilities: | ||
Private placement warrants | 766 | |
Earnout liability | 4,130 | |
Total liabilities measured at fair value | 4,896 | |
Level 1 [Member] | ||
Cash equivalents: | ||
Money market fund | 2,599 | 932 |
Total cash equivalents | 2,599 | 932 |
Short-term investments: | ||
Commercial paper | ||
U.S. treasury securities | ||
U.S. government agency securities | ||
Corporate debt securities | ||
Total short-term investments | ||
Total assets measured at fair value | 2,599 | 932 |
Liabilities: | ||
Private placement warrants | ||
Earnout liability | ||
Total liabilities measured at fair value | ||
Level 2 [Member] | ||
Cash equivalents: | ||
Money market fund | ||
Total cash equivalents | ||
Short-term investments: | ||
Commercial paper | 7,985 | |
U.S. treasury securities | 2,500 | |
U.S. government agency securities | 4,712 | |
Corporate debt securities | 3,109 | 2,836 |
Total short-term investments | 18,306 | 2,836 |
Total assets measured at fair value | 18,306 | 2,836 |
Liabilities: | ||
Private placement warrants | 766 | |
Earnout liability | ||
Total liabilities measured at fair value | 766 | |
Level 3 [Member] | ||
Cash equivalents: | ||
Money market fund | ||
Total cash equivalents | ||
Short-term investments: | ||
Commercial paper | ||
U.S. treasury securities | ||
U.S. government agency securities | ||
Corporate debt securities | ||
Total short-term investments | ||
Total assets measured at fair value | ||
Liabilities: | ||
Private placement warrants | ||
Earnout liability | 4,130 | |
Total liabilities measured at fair value | $ 4,130 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |||
Write-downs amount | $ 0.4 | $ 0.4 | $ 0.6 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of inventories - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule Of Inventories [Abstract] | ||
Raw materials | $ 1,189 | $ 891 |
Work-in-process | 1,103 | 518 |
Finished goods | 224 | 1,114 |
Total inventories | $ 2,516 | $ 2,523 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - Schedule of prepaid expenses and other current assets - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Schedule of prepaid expense and other current assets [Abstract] | ||
Deferred transaction costs | $ 4,688 | |
Other prepaid expenses | 675 | 1,153 |
Payroll tax receivable | 865 | 980 |
Prepaid insurance | 3,010 | 162 |
Prepaid rent | 11 | |
Other current assets | 314 | 4 |
Total prepaid expenses and other current assets | $ 4,864 | $ 6,998 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Sep. 30, 2021 |
Property, Plant and Equipment [Abstract] | ||
Property and equipment | $ 0.2 | $ 0.2 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of property and equipment - Cepton Technologies, Inc. [Member] - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Machinery and equipment | $ 1,184 | $ 698 |
Automobiles | 101 | 101 |
Leasehold improvements | 189 | 120 |
Computer and equipment | 116 | 87 |
Total property, and equipment | 1,590 | 1,006 |
Less: accumulated depreciation and amortization | (750) | (526) |
Total property and equipment, net | $ 840 | $ 480 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - Schedule of accrued expenses - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule of accrued expenses [Abstract] | ||
Accrued expenses and taxes | $ 1,240 | $ 1,151 |
Accrued payroll | 1,756 | 826 |
Accrued unvested option liability | 101 | |
Deferred revenue | 355 | 308 |
Deferred rent | 373 | |
Warranty reserve | 48 | 18 |
Total accrued expenses and other current liabilities | $ 3,399 | $ 2,777 |
Debt (Details)
Debt (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |
Jan. 04, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | |
Debt (Details) [Line Items] | |||
Borrowed loan amount | $ 10 | ||
Borrow rate | 10.75% | ||
Prime rate | 7% | ||
Maturity date | Feb. 01, 2026 | ||
Warrants to purchase of shares (in Shares) | 96,998 | ||
Exercise price (in Dollars per share) | $ 16.89 | ||
Estimated fair value of warrant | $ 1.3 | ||
Transaction costs | 0.3 | ||
Debt discount | 10 | ||
Interest expense | $ 0.4 | $ 1.8 | |
Trinity Loan Agreement [Member] | |||
Debt (Details) [Line Items] | |||
Borrowed loan amount | $ 25 |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Convertible Preferred Stock (Details) [Line Items] | ||
Preferred stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Stock conversion basic | 1:1 | |
Preferred Stock [Member] | ||
Convertible Preferred Stock (Details) [Line Items] | ||
Preferred stock, par value (in Dollars per share) | $ 0.00001 | |
Convertible preferred stock, shares issued | 21,671,491 | |
Convertible preferred stock, shares outstanding | 21,671,491 | |
Preferred stock, converted shares | 53,078,571 |
Convertible Preferred Stock (_2
Convertible Preferred Stock (Details) - Schedule of convertible preferred stock - Cepton Technologies, Inc. [Member] | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | |
Conversion of Stock [Line Items] | |
Shares Authorized | 22,806,009 |
Shares Issued and Outstanding | 21,671,491 |
Aggregate Liquidation Preference (in Dollars) | $ | $ 96,661,482 |
Series A [Member] | |
Conversion of Stock [Line Items] | |
Issuance Date | Jul. 06, 2016 |
Shares Authorized | 8,000,000 |
Shares Issued and Outstanding | 8,000,000 |
Original Issue Price per Share (in Dollars per share) | $ / shares | $ 1 |
Aggregate Liquidation Preference (in Dollars) | $ | $ 8,000,000 |
Series B [Member] | |
Conversion of Stock [Line Items] | |
Issuance Date | Jul. 13, 2018 |
Shares Authorized | 4,069,600 |
Shares Issued and Outstanding | 4,069,600 |
Original Issue Price per Share (in Dollars per share) | $ / shares | $ 6.25 |
Aggregate Liquidation Preference (in Dollars) | $ | $ 25,435,000 |
Series B-1 [Member] | |
Conversion of Stock [Line Items] | |
Issuance Date | Jul. 13, 2018 |
Shares Authorized | 3,272,475 |
Shares Issued and Outstanding | 3,272,475 |
Original Issue Price per Share (in Dollars per share) | $ / shares | $ 3.125 |
Aggregate Liquidation Preference (in Dollars) | $ | $ 10,226,484 |
Series C [Member] | |
Conversion of Stock [Line Items] | |
Issuance Date | Feb. 04, 2020 |
Shares Authorized | 7,463,934 |
Shares Issued and Outstanding | 6,329,416 |
Original Issue Price per Share (in Dollars per share) | $ / shares | $ 8.3736 |
Aggregate Liquidation Preference (in Dollars) | $ | $ 52,999,998 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |||
Sep. 30, 2022 | Dec. 31, 2021 | Nov. 24, 2021 | Sep. 30, 2021 | |
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||
Voting rights description | Holders of common stock were 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, were entitled to receive all assets available for distribution to stockholders. | |||
Common stock, shares outstanding | 6,000,000 | |||
Common stock converted shares | 53,078,571 | |||
Shares authorized | 350,000,000 | |||
Common stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 | ||
Common stock, shares outstanding | 156,235,659 | 67,645,189 | ||
Common stock, shares issued | 156,235,659 | 67,645,189 | ||
Lincoln Park [Member] | ||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||
Common stock were sold | 1,142,505 | |||
Purchase agreement for consideration price (in Dollars) | $ 1.7 | |||
Class A Common Stock [Member] | ||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||
Common stock converted shares | 67,645,189 | |||
Class F Stock [Member] | ||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||
Common stock, shares outstanding | 8,372,143 | |||
Shares issued | 8,372,143 | |||
Class F Common Stock [Member] | ||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||
Common stock converted shares | 20,505,344 | |||
Common stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 | ||
Common stock, shares outstanding | 8,372,143 | |||
Common stock, shares issued | 8,372,143 | |||
Lincoln Park Capital Fund [Member] | ||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||
Common stock converted shares | 100,000,000 | |||
Lincoln Park Capital Fund [Member] | Class A Common Stock [Member] | ||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||
Shares issued | 50,000 | |||
Common stock, shares issued | 150,000 | |||
Legacy Cepton [Member] | Class A Common Stock [Member] | ||||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||||
Common stock, shares outstanding | 27,618,907 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Feb. 10, 2022 | Jul. 05, 2016 | Dec. 29, 2020 | Aug. 20, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Stock-Based Compensation (Details) [Line Items] | |||||||||
Shares reserved for issuance (in Shares) | 4,800,000 | 10,120,767 | 9,187,533 | ||||||
Shares available for issuance (in Shares) | 1,472,512 | ||||||||
Common stock percentage | 2% | ||||||||
Granted exercise option (in Shares) | 150,000 | ||||||||
Related shares per share (in Dollars per share) | $ 2.02 | ||||||||
Exercise shares (in Shares) | 25,000 | ||||||||
Accrued expenses | $ 100 | $ 100 | |||||||
Weighted-average grant-date fair value (in Dollars per share) | $ 2.61 | ||||||||
Unrecognized stock based compensation | $ 10,200 | ||||||||
Weighted-average period | 2 years 2 months 12 days | ||||||||
Total intrinsic value | 4,400 | $ 2,000 | $ 4,400 | $ 2,000 | |||||
Price exceeds (in Dollars per share) | $ 17.5 | ||||||||
Market capitalization exceeds | $ 2,500,000 | ||||||||
Capitalized stock based compensation expense into inventory | 42 | 100 | $ 100 | ||||||
Recognized additional stock-based compensation expense | $ 300 | ||||||||
Common Stock [Member] | |||||||||
Stock-Based Compensation (Details) [Line Items] | |||||||||
Common stock reserved for issuance to employees (in Shares) | 15,123,142 | ||||||||
Exercise options granted per share (in Dollars per share) | $ 2.02 | ||||||||
Restricted Stock Units [Member] | |||||||||
Stock-Based Compensation (Details) [Line Items] | |||||||||
Unrecognized stock based compensation | $ 11,400 | ||||||||
Weighted-average period | 2 years 7 months 6 days | ||||||||
Total intrinsic value | $ 10,100 | $ 10,100 | |||||||
Performance-Based Stock Units [Member] | |||||||||
Stock-Based Compensation (Details) [Line Items] | |||||||||
Granted exercise option (in Shares) | 123,000 | ||||||||
Shares first tranche (in Shares) | 66,000 | ||||||||
Shares second tranche (in Shares) | 57,000 | 57,000 | |||||||
Price exceeds (in Dollars per share) | $ 15 | ||||||||
Market capitalization exceeds | $ 2,100,000 | ||||||||
Fair value of the PSUs at valuation | $ 100 | $ 100 | |||||||
Weighted average grant (in Dollars per share) | $ 0.98 | ||||||||
Incentive Stock Options and Nonqualified Stock Options [Member] | |||||||||
Stock-Based Compensation (Details) [Line Items] | |||||||||
Weighted-average grant-date fair value (in Dollars per share) | 3.6 | $ 2.87 | |||||||
Share-Based Payment Arrangement, Option [Member] | |||||||||
Stock-Based Compensation (Details) [Line Items] | |||||||||
Capitalized stock based compensation expense into inventory | $ 44 | ||||||||
Legacy Cepton’s [Member] | |||||||||
Stock-Based Compensation (Details) [Line Items] | |||||||||
Shares issued per share (in Dollars per share) | $ 3.07 | $ 3.07 | |||||||
Business Combination [Member] | |||||||||
Stock-Based Compensation (Details) [Line Items] | |||||||||
Aggregate consideration | $ 300 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Schedule of employee and nonemployee stock option activity - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Schedule Of Employee And Nonemployee Stock Option Activity Abstract | ||
Shares, Outstanding at Beginning Balance | 16,645,142 | 6,796,114 |
Weighted Average Exercise Price, Outstanding at Beginning Balance | $ 1.91 | $ 4.66 |
Weighted Average Remaining Contract Term (in years), Outstanding at Beginning Balance | 7 years 6 months | |
Aggregate Intrinsic Value, Outstanding at Beginning Balance | $ 126,591 | |
Shares, Exercisable | 9,896,881 | |
Weighted Average Exercise Price, Exercisable | $ 1.29 | |
Weighted Average Remaining Contract Term (in years), Exercisable | 6 years | |
Aggregate Intrinsic Value, Exercisable | $ 11,986 | |
Shares, Vested and expected to vest | 14,625,028 | |
Weighted Average Exercise Price, Vested and expected to vest | $ 2.16 | |
Weighted Average Remaining Contract Term (in years), Vested and expected to vest | 6 years 8 months 12 days | |
Aggregate Intrinsic Value, Vested and expected to vest | $ 13,701 | |
Shares, Retroactive application of Exchange Ratio | 9,849,028 | |
Weighted Average Exercise Price, Retroactive application of Exchange Ratio | $ (2.75) | |
Shares, Outstanding Ending Balance | 14,625,028 | 16,645,142 |
Weighted Average Exercise Price, Outstanding Ending Balance | $ 2.16 | $ 1.91 |
Weighted Average Remaining Contract Term (in years), Outstanding Ending Balance | 6 years 8 months 12 days | |
Aggregate Intrinsic Value, Outstanding Ending Balance | $ 13,701 | |
Shares, Granted | 571,050 | |
Weighted Average Exercise Price, Granted | $ 8.99 | |
Shares, Exercised | (1,407,998) | |
Weighted Average Exercise Price, Exercised | $ 0.5 | |
Shares, Expired/Forfeited | (1,183,166) | |
Weighted Average Exercise Price, Expired/Forfeited | $ 3.91 |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details) - Schedule of RSU activity | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Schedule Of Rsu Activity Abstract | |
Shares, Outstanding at Beginning Balance | shares | |
Weighted Grant Date Fair Value, Outstanding at Beginning Balance | $ / shares | |
Shares, Granted | shares | 5,256,153 |
Weighted Grant Date Fair Value, Granted | $ / shares | $ 2.61 |
Shares, Released | shares | |
Weighted Grant Date Fair Value, Released | $ / shares | |
Shares, Forfeited | shares | (122,423) |
Weighted Grant Date Fair Value, Forfeited | $ / shares | $ 2.81 |
Shares, Outstanding at Ending Balance | shares | 5,133,730 |
Weighted Grant Date Fair Value, Outstanding at Ending Balance | $ / shares | $ 2.6 |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details) - Schedule of stock-based compensation expense related to options granted to employees and nonemployees - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule Of Stock Based Compensation Expense Related To Options Granted To Employees And Nonemployees Abstract | ||||
Cost of revenue | $ 42 | $ 53 | $ 145 | $ 73 |
Research and development expense | 1,269 | 827 | 3,250 | 2,212 |
Selling, general and administrative expense | 1,057 | 412 | 2,559 | 1,083 |
Total stock-based compensation expense | $ 2,368 | $ 1,292 | $ 5,954 | $ 3,368 |
Earnout Liability (Details)
Earnout Liability (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | |
Earnout Liability (Details) [Line Items] | ||
Number of shares (in Shares) | shares | 6,000,000 | 6,000,000 |
Expected remaining term | 3 years | 3 years |
Dividend rate | $ 0 | |
Earnout liability | $ 4,100,000 | 4,100,000 |
Change in fair value of earnout liability | $ 1,400,000 | $ 70,900,000 |
Business Combination [Member] | ||
Earnout Liability (Details) [Line Items] | ||
Exceeds price per share (in Dollars per share) | $ / shares | $ 17.5 | $ 17.5 |
Class A Common Stock [Member] | Business Combination [Member] | ||
Earnout Liability (Details) [Line Items] | ||
Exceeds price per share (in Dollars per share) | $ / shares | $ 15 | $ 15 |
Earnout Liability (Details) - S
Earnout Liability (Details) - Schedule of assumptions used in estimating the fair value of the earnout liablity - $ / shares | 9 Months Ended | |
Feb. 10, 2022 | Sep. 30, 2022 | |
Schedule Of Assumptions Used In Estimating The Fair Value Of The Earnout Liablity Abstract | ||
Current stock price (in Dollars per share) | $ 7.99 | $ 1.96 |
Expected volatility | 77.50% | 79% |
Risk-free interest rate | 1.80% | 4.25% |
Expected term | 3 years | 2 years 4 months 24 days |
Expected dividend yield | 0% | 0% |
Warrants (Details)
Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jul. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2022 | Feb. 10, 2022 | Jan. 04, 2022 | |
Warrants (Details) [Line Items] | |||||
Fair value of private placement (in Dollars) | $ 800 | $ 800 | |||
Company gains (in Dollars) | 100 | $ 1,800 | |||
Term loan amount (in Dollars) | $ 5,000 | ||||
Term loan expire, description | The term loan was repaid in February 2020. | ||||
Estimated fair value of additional paid-in capital (in Dollars) | $ 88 | $ 88 | |||
Shares of common stock | 136,994 | ||||
Public Warrant [Member] | |||||
Warrants (Details) [Line Items] | |||||
Price per share (in Dollars per share) | $ 18 | $ 18 | $ 11.5 | ||
Warrants exercise price (in Dollars per share) | $ 0.01 | $ 0.01 | |||
Cepton Technologies, Inc. [Member] | |||||
Warrants (Details) [Line Items] | |||||
Warrants exercise price (in Dollars per share) | $ 16.89 | ||||
Warrant to purchase shares of common stock | 96,998 | ||||
Warrant to purchase additional shares of common stock | 1,300,000 | ||||
Common stock shares | 73,741 | ||||
IPO [Member] | |||||
Warrants (Details) [Line Items] | |||||
Sale of public warrants | 8,625,000 | 8,625,000 | |||
Common Stock Warrants Assumed in Business Combination [Member] | |||||
Warrants (Details) [Line Items] | |||||
Price per share (in Dollars per share) | $ 11.5 | $ 11.5 | |||
Loan Agreement [Member] | |||||
Warrants (Details) [Line Items] | |||||
Aggregate common stock shares | 60,000 | 60,000 | |||
Business Combination [Member] | |||||
Warrants (Details) [Line Items] | |||||
Fair value of private placement (in Dollars) | $ 2,600 | $ 2,600 | |||
Warrants shares | 60,000 | 60,000 | |||
Business Combination [Member] | Cepton Technologies, Inc. [Member] | |||||
Warrants (Details) [Line Items] | |||||
Warrants shares | 96,998 | ||||
Sponsor [Member] | Private Placement [Member] | |||||
Warrants (Details) [Line Items] | |||||
Private placement warrants | 5,175,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |||
Provision for income taxes | $ 5 | $ 21 | $ 16 |
Leases (Details)
Leases (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Jan. 01, 2022 | |
Leases [Abstract] | ||
Operating leases assets | $ 1.4 | |
Operating leases liabilities | $ 1.8 | |
Deferred rent liabilities | $ 0.4 | |
Lease term | 1 year |
Leases (Details) - Schedule of
Leases (Details) - Schedule of components of lease expense - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Schedule Of Components Of Lease Expense Abstract | ||
Operating lease cost | $ 388 | $ 1,129 |
Variable lease cost | 210 | 631 |
Total operating lease cost | $ 598 | $ 1,760 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of supplemental cash flow information $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Cash paid for operating leases included in operating activities | $ 1,358 |
Right of use assets obtained in exchange for lease obligations: | |
Operating leases | $ 1,827 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of supplemental balance sheet information related to leases $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Operating lease right-of-use assets: | |
Operating lease right-of-use assets, current | $ 474 |
Operating lease right-of-use assets, non-current | 338 |
Total operating lease right-of-use assets | 812 |
Operating lease liabilities: | |
Operating lease liabilities, current | 653 |
Operating lease liabilities, non-current | 297 |
Total operating lease liabilities | $ 950 |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of weighted average remaining term and discount rates | Sep. 30, 2022 |
Schedule Of Weighted Average Remaining Term And Discount Rates Abstract | |
Weighted average remaining lease term | 1 year 11 months 4 days |
Weighted average discount rate | 13.73% |
Leases (Details) - Schedule o_5
Leases (Details) - Schedule of maturities of lease liabilities $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Schedule Of Maturities Of Lease Liabilities Abstract | |
2022 | $ 480 |
2023 | 253 |
2024 | 104 |
2025 | 100 |
Thereafter | 148 |
Total undiscounted lease payments | 1,085 |
Present value adjustment for minimum lease commitments | 135 |
Net Lease Liabilities | $ 950 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
security deposit | $ 2.6 |
After execution of lease agreement | 60 days |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of total amounts paid under the lease $ in Thousands | Sep. 30, 2022 USD ($) |
Schedule Of Total Amounts Paid Under The Lease Abstract | |
2023 | $ 2,214 |
2024 | 3,034 |
2025 | 3,112 |
2026 | 3,222 |
Thereafter | 4,159 |
Total undiscounted lease payments | $ 15,741 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |||||
Revenue from customer and investor | $ 0.3 | $ 1.5 | $ 2.1 | $ 2.3 | |
Accounts receivable from customer and investor | $ 0.5 | $ 0.5 | $ 0.1 |
Basic and Diluted Net Income _3
Basic and Diluted Net Income (Loss) Per Share (Details) | 9 Months Ended |
Sep. 30, 2022 shares | |
Basic and Diluted Net Income (Loss) Per Share (Details) [Line Items] | |
Weighted average unvested shares | 7,817 |
Common stock warrants | 13,800,000 |
Earnout Shares [Member] | |
Basic and Diluted Net Income (Loss) Per Share (Details) [Line Items] | |
Shares issued | 13,000,000 |
Basic and Diluted Net Income _4
Basic and Diluted Net Income (Loss) Per Share (Details) - Schedule of denominators of basic and diluted net income (loss) per share - shares | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Denominator: | |||||
Weighted-average common shares outstanding – Basic | 155,689,414 | 67,199,734 | 142,744,165 | 67,000,984 | |
Stock options to purchase common stock and RSUs | [1] | 9,304,266 | |||
Weighted-average common shares outstanding - Diluted | 155,689,414 | 67,199,734 | 152,048,431 | 67,000,984 | |
[1] Includes the weighted average unvested shares subject to repurchase of 7,817 as of the nine months ended September 30, 2022. |
Basic and Diluted Net Income _5
Basic and Diluted Net Income (Loss) Per Share (Details) - Schedule of diluted net income (loss) per share - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule Of Diluted Net Income Loss Per Share Abstract | ||||
Stock options to purchase common stock and RSUs | 10,344,697 | 17,252,253 | 5,002,191 | 17,252,253 |
Unvested restricted stock | 168,385 | 168,385 | ||
Preferred shares on an as-converted basis | 53,078,571 | 53,078,571 | ||
Class F shares an as-converted basis | 20,505,344 | 20,505,344 | ||
Shares issuable upon exercise of warrants | 146,954 | 146,954 | ||
Total | 10,344,697 | 91,151,507 | 5,002,191 | 91,151,507 |
Segments (Details)
Segments (Details) | 9 Months Ended |
Sep. 30, 2022 | |
United States [Member] | |
Segments (Details) [Line Items] | |
Long lived assets, percentage | 99% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 9 Months Ended | |
Nov. 07, 2022 | Oct. 27, 2022 | Sep. 30, 2022 | |
Subsequent Events (Details) [Line Items] | |||
Conversion price (in Dollars per share) | $ 2.585 | ||
Preferred Stock carries dividend percentage | 3.25% | ||
Investment agreement description | the Company entered into a Secured Term Loan Agreement with Koito to borrow Japanese Yen ¥5.8 billion (approximately $39 million), the proceeds of which will be used to repay amounts outstanding under the Trinity Capital Loan and for working capital and general corporate purposes. The Loan will accrue interest at a rate equal to 1.0% per annum and will be payable at maturity. | ||
Preferred Stock [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Preferred Stock carries dividend percentage | 4.25% | ||
Subsequent Event [Member] | Preferred Stock [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Conversion price (in Dollars per share) | $ 0.00001 | ||
Purchase price (in Dollars) | $ 100 | ||
Subsequent Event [Member] | Minimum [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Outstanding principal and accrued interest | 1.50% | ||
Subsequent Event [Member] | Maximum [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Outstanding principal and accrued interest | 2.50% | ||
Koito [Member] | Subsequent Event [Member] | Series A convertible preferred stock [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Share issued (in Shares) | 100,000 |