Cepton (CPTN) 10-Q 13 Nov 23 2023 Q3 Quarterly report Financial data

Cover Page

Cover Page - shares	9 Months Ended
	Sep. 30, 2023	Nov. 01, 2023
Entity Listings [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity Registrant Name	Cepton, Inc.
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
City Area Code	408
Local Phone Number	459-7579
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		15,846,935
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001498233
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Common stock, par value $0.00001 per share
Entity Listings [Line Items]
Title of 12(b) Security	Common stock, par value $0.00001 per share
Trading Symbol	CPTN
Security Exchange Name	NASDAQ
Redeemable warrants, exercisable for common stock at an exercise price of $115.00 per share, subject to adjustment
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable warrants, exercisable for common stock at an exercise price of $115.00 per share, subject to adjustment
Trading Symbol	CPTNW
Security Exchange Name	NASDAQ

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 43,860	$ 31,953
Short-term investments	17,345	3,703
Accounts receivable, net of allowance for credit losses of $0 and $0, respectively	2,103	1,301
Inventories	3,911	2,985
Prepaid expenses and other current assets	2,311	6,272
Total current assets	69,530	46,214
Property and equipment, net	1,999	982
Restricted cash	1,283	2,565
Other assets	10,486	555
Total assets	83,298	50,316
Current liabilities:
Accounts payable	1,396	1,979
Operating lease liabilities, current	1,784	211
Accrued expenses and other current liabilities	3,409	2,265
Short-term debt	0	42,587
Total current liabilities	6,589	47,042
Warrant liability	141	440
Earnout liability	93	920
Operating lease liabilities, non-current	9,217	281
Total liabilities	16,040	48,683
Commitments and contingencies (Note 17)
Convertible preferred stock:
Convertible preferred stock – Par value $0.00001 per share – 5,000,000 shares authorized at September 30, 2023 and December 31, 2022; 100,000 shares issued and outstanding at September 30, 2023 (aggregate liquidation preference of $103.0 million at September 30, 2023); No shares issued and outstanding at December 31, 2022	98,891	0
Stockholders’ equity (deficit):
Common stock	0	0
Additional paid-in capital	94,991	88,058
Accumulated other comprehensive loss	(339)	(366)
Accumulated deficit	(126,285)	(86,059)
Total stockholders’ equity (deficit)	(31,633)	1,633
Total liabilities, convertible preferred stock and stockholders’ equity (deficit)	$ 83,298	$ 50,316

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Accounts receivable, allowance for credit loss	$ 0	$ 0
Convertible preferred stock, par value (in Dollars per share)	$ 0.00001	$ 0.00001
Convertible preferred stock, shares authorized (in shares)	5,000,000	5,000,000
Convertible preferred stock, shares issued (in shares)	100,000	0
Convertible preferred stock, shares outstanding (in shares)	100,000	0
Convertible preferred stock, aggregate liquidation preference	$ 103,000
Common stock, par value (in Dollars per share)	$ 0.00001	$ 0.00001
Common stock, shares authorized (in shares)	35,000,000
Common stock, shares issued (in shares)	15,846,935	15,674,781
Common stock, outstanding (in shares)	15,846,935	15,674,781

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Total revenue	$ 3,833	$ 1,804	$ 8,105	$ 5,849
Cost of Revenues	3,339	1,875	7,251	6,208
Gross profit (loss)	494	(71)	854	(359)
Operating expenses:
Research and development	6,706	8,227	23,309	24,368
Selling, general and administrative	6,136	6,722	19,052	21,954
Total operating expenses	12,842	14,949	42,361	46,322
Operating loss	(12,348)	(15,020)	(41,507)	(46,681)
Other income (expense):
Gain (loss) on change in fair value of earnout liability	91	(1,440)	827	70,868
Gain on change in fair value of warrant liability	169	(135)	299	2,549
Foreign currency transaction loss, net	(7)	0	(757)	0
Loss on extinguishment of debt	0	0	(1,123)	0
Other income (expense), net	2	(493)	23	(487)
Interest income (expense), net	799	(318)	2,015	(1,597)
(Loss) income before income taxes	(11,294)	(17,406)	(40,223)	24,652
Provision for income taxes	0	(5)	(3)	(21)
Net (loss) income	$ (11,294)	$ (17,411)	$ (40,226)	$ 24,631
Net income (loss) per share, basic (in Dollars per share)	$ (0.71)	$ (1.12)	$ (2.55)	$ 1.73
Net income (loss) per share, diluted (in Dollars per share)	$ (0.71)	$ (1.12)	$ (2.55)	$ 1.62
Weighted-average common shares, basic (in shares)	15,834,152	15,568,941	15,750,586	14,274,416
Weighted-average common shares, diluted (in Shares)	15,834,152	15,568,941	15,750,586	15,204,843
Net (loss) income	$ (11,294)	$ (17,411)	$ (40,226)	$ 24,631
Other comprehensive income (loss), net of tax:
Changes in unrealized gain (loss) on available-for-sale securities	0	13	6	(35)
Foreign currency translation adjustments	5	(2)	21	(14)
Total other comprehensive income (loss), net of tax	5	11	27	(49)
Comprehensive (loss) income	(11,289)	(17,400)	(40,199)	24,582
Lidar sensor and prototype revenue
Revenue	3,802	1,778	7,813	4,642
Cost of Revenues	3,339	1,872	7,135	5,608
Development revenue
Revenue	31	26	292	1,207
Cost of Revenues	$ 0	$ 3	$ 116	$ 600

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Unaudited) - USD ($) $ in Thousands	Total	Trinity Warrants	Preferred Stock	Common Stock Common Stock	Common Stock Common Stock Trinity Warrants	Common Stock Common Stock SVB Warrants	Common Stock Class F Stock	Additional Paid-in Capital	Additional Paid-in Capital Trinity Warrants	Accumulated Other Comprehensive Loss	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2021	2,167,149
Beginning balance at Dec. 31, 2021	$ 99,470
Increase (Decrease) in Temporary Equity [Roll Forward]
Retroactive application of exchange ratio (in shares)	3,140,708
Conversion of convertible preferred stock to common stock (in shares)	5,307,857
Conversion of convertible preferred stock to common stock	$ (99,470)
Ending balance (in shares) at Mar. 31, 2022	0
Ending balance at Mar. 31, 2022	$ 0
Balance (in shares) at Dec. 31, 2021			0	2,761,903			837,214
Balance at Dec. 31, 2021	(87,531)		$ 0	$ 0			$ 0	$ 7,951		$ (43)	$ (95,439)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Retroactive application of exchange ratio (in shares)				4,002,628			1,213,320
Conversion of convertible preferred stock to common stock (in shares)				5,307,857
Conversion of convertible preferred stock to common stock	99,471			$ 0				99,470			1
Conversion of class F stock to common stock (in shares)				(2,050,534)			(2,050,534)
Reverse recapitalization, net of transaction costs (in shares)				1,184,594
Reverse recapitalization, net of transaction costs	(33,051)			$ 0				(33,051)
Exercise of warrants (in shares)					23,757	14,695
Exercise of warrants		$ 547							$ 547
Exercise of stock options (in shares)				51,189
Exercise of stock options	273							273
Stock-based compensation expense	1,357							1,357
Unrealized loss on available-for-sale investments	(11)									(11)
Cumulative translation adjustment	(4)									(4)
Net income (loss)	41,198										41,198
Balance (in shares) at Mar. 31, 2022			0	15,397,157			0
Balance at Mar. 31, 2022	$ 22,249		$ 0	$ 0			$ 0	76,547		(58)	(54,240)
Ending balance (in shares) at Jun. 30, 2022	0
Ending balance at Jun. 30, 2022	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)				40,416
Exercise of stock options	211							211
Issuance of common stock to LPC	50							50
Issuance of common stock to LPC (in shares)				2,118
Vesting of early exercised options	38							38
Vesting of early exercised options (in shares)				4,592
Stock-based compensation expense	2,229							2,229
Unrealized loss on available-for-sale investments	(37)									(37)
Consideration to be received on transaction	(226)							(226)
Cumulative translation adjustment	(8)									(8)
Net income (loss)	843										843
Balance (in shares) at Jun. 30, 2022			0	15,444,283			0
Balance at Jun. 30, 2022	$ 25,349		$ 0	$ 0			$ 0	78,849		(103)	(53,397)
Ending balance (in shares) at Sep. 30, 2022	0
Ending balance at Sep. 30, 2022	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)				49,098
Exercise of stock options	261							261
Issuance of common stock to LPC	1,831							1,831
Issuance of common stock to LPC (in shares)				127,132
Vesting of early exercised options	25							25
Vesting of early exercised options (in shares)				3,061
Stock-based compensation expense	2,368							2,368
Unrealized loss on available-for-sale investments	13									13
Cumulative translation adjustment	(2)									(2)
Net income (loss)	(17,411)										(17,411)
Balance (in shares) at Sep. 30, 2022			0	15,623,574			0
Balance at Sep. 30, 2022	$ 12,434		$ 0	$ 0			$ 0	83,334		(92)	(70,808)
Beginning balance (in shares) at Dec. 31, 2022	0
Beginning balance at Dec. 31, 2022	$ 0
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of convertible preferred stock, net of transaction costs (in shares)	100,000
Issuance of convertible preferred stock, net of transaction costs	$ 98,891
Ending balance (in shares) at Mar. 31, 2023	100,000
Ending balance at Mar. 31, 2023	$ 98,891
Balance (in shares) at Dec. 31, 2022				15,674,781
Balance at Dec. 31, 2022	1,633			$ 0				88,058		(366)	(86,059)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)				9,638
Exercise of stock options	8							8
Stock-based compensation expense	2,280							2,280
Unrealized loss on available-for-sale investments	17									17
Cumulative translation adjustment	20									20
Net income (loss)	(14,742)										(14,742)
Balance (in shares) at Mar. 31, 2023				15,684,419
Balance at Mar. 31, 2023	$ (10,784)			$ 0				90,346		(329)	(100,801)
Beginning balance (in shares) at Dec. 31, 2022	0
Beginning balance at Dec. 31, 2022	$ 0
Ending balance (in shares) at Sep. 30, 2023	100,000
Ending balance at Sep. 30, 2023	$ 98,891
Balance (in shares) at Dec. 31, 2022				15,674,781
Balance at Dec. 31, 2022	$ 1,633			$ 0				88,058		(366)	(86,059)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)	21,992
Balance (in shares) at Sep. 30, 2023				15,846,935
Balance at Sep. 30, 2023	$ (31,633)			$ 0				94,991		(339)	(126,285)
Beginning balance (in shares) at Mar. 31, 2023	100,000
Beginning balance at Mar. 31, 2023	$ 98,891
Ending balance (in shares) at Jun. 30, 2023	100,000
Ending balance at Jun. 30, 2023	$ 98,891
Balance (in shares) at Mar. 31, 2023				15,684,419
Balance at Mar. 31, 2023	(10,784)			$ 0				90,346		(329)	(100,801)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)				157,049
Exercise of stock options	5							5
Stock-based compensation expense	2,362							2,362
Payments of employee taxes related to vested restricted stock units	(63)							(63)
Payments of employee taxes related to vested restricted stock units (shares)				(17,049)
Unrealized loss on available-for-sale investments	(11)									(11)
Cumulative translation adjustment	(4)									(4)
Net income (loss)	(14,190)										(14,190)
Balance (in shares) at Jun. 30, 2023				15,824,419
Balance at Jun. 30, 2023	$ (22,685)			$ 0				92,650		(344)	(114,991)
Ending balance (in shares) at Sep. 30, 2023	100,000
Ending balance at Sep. 30, 2023	$ 98,891
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)				22,516
Exercise of stock options	9							9
Stock-based compensation expense	2,332							2,332
Cumulative translation adjustment	5									5
Net income (loss)	(11,294)										(11,294)
Balance (in shares) at Sep. 30, 2023				15,846,935
Balance at Sep. 30, 2023	$ (31,633)			$ 0				$ 94,991		$ (339)	$ (126,285)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$ (40,226)	$ 24,631
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization	370	224
Stock-based compensation	6,989	5,954
Amortization of right-of-use asset	1,177	993
Amortization (accretion), other	(682)	838
Gain (loss) on change in fair value of earnout liability	(827)	(70,868)
Gain on change in fair value of warrant liability	(299)	(2,549)
Foreign currency transaction loss, net	757	0
Loss from extinguishment of debt	1,123	0
Other	0	181
Changes in operating assets and liabilities:
Accounts receivable, net	(802)	(886)
Inventories	(941)	7
Prepaid expenses and other current assets	2,974	(472)
Other long-term assets	202	(864)
Accounts payable	(805)	(807)
Accrued expenses and other current liabilities	1,144	962
Operating lease liabilities	(680)	(1,169)
Other long-term liabilities	0	320
Net cash used in operating activities	(30,526)	(43,505)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(1,292)	(584)
Purchases of short-term investments	(37,806)	(32,368)
Proceeds from sales of short-term investments	0	8,303
Proceeds from maturities of short-term investments	25,200	8,624
Net cash used in investing activities	(13,898)	(16,025)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible preferred stock, net of transaction costs	99,884	0
Repayment of Koito secured term loan	(45,220)	0
Proceeds from Business Combination and private offering	0	76,107
Payments of Business Combination and private offering transaction costs	0	(29,031)
Proceeds from issuance of debt and warrants, net of debt discount	0	9,724
Proceeds from issuance of common stock options	22	707
Payments of employee taxes related to vested restricted stock units	(63)	0
Issuance of common stock	0	1,700
Net cash provided by financing activities	54,623	59,207
Effect of exchange rate changes on cash	426	(19)
Net increase (decrease) in cash, cash equivalents and restricted cash	10,625	(342)
Cash, cash equivalents and restricted cash, beginning of period	34,518	3,654
Cash, cash equivalents and restricted cash, end of period	45,143	3,312
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest	63	741
Cash paid for income taxes	0	12
Business Combination transaction costs, accrued but not paid	0	135
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION
Vesting of early exercised stock options	0	101
Right-of-use assets obtained in exchange for new operating lease liabilities	$ 11,190	$ 1,827

Description of Business and Sum

Description of Business and Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Description of Business and Summary of Significant Accounting Policies	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 Stock 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 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, China and India. Basis of Presentation and Principles of Consolidation The condensed consolidated financial statements are unaudited and have been 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 the Company’s wholly owned subsidiaries in Canada, Germany, China and the United Kingdom. All intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated financial statements include all adjustments considered necessary by management to fairly state the results of operations, financial position and cash flows. The accompanying interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of September 30, 2023, the Company had cash and cash equivalents of $43.9 million, short-term investments of $17.3 million, and an accumulated deficit of $126.3 million. During the nine months ended September 30, 2023, the Company incurred an operating loss of $41.5 million and had negative cash flows from operating activities of $30.5 million. The Company believes that its cash position, including cash available from the Purchase Agreement with Lincoln Park (each as defined below in Note 11), will be sufficient to satisfy foreseeable liquidity needs and capital expenditure requirements, including for at least the next twelve months. 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 received through the Business Combination, PIPE Investment (as defined below in Note 2), 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. On September 7, 2023, the Company’s stockholders approved a one-for-ten reverse stock split of the Company’s issued common stock (the “Reverse Stock Split”) and a corresponding reduction in the total number of shares of common stock the Company is authorized to issue (the “Authorized Shares Reduction”). On September 18, 2023, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation to effect the Reverse Stock Split and Authorized Shares Reduction. The Reverse Stock Split and Authorized Shares Reduction became effective on September 21, 2023 (“Effective Date”). The par value of the Company’s common stock was not adjusted as a result of the Reverse Stock Split. All of the Company’s share numbers, per share amounts, and related stockholders’ equity (deficit) balances presented herein have been retroactively adjusted to reflect the Reverse Stock Split. In addition, the exercise prices, conversion rates and other terms of the Company’s securities that adjusted pursuant to their terms as a result of the Reverse Stock Split have been presented after giving effect to such adjustments. 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 U.S. government agency 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, 2023 and December 31, 2022, two and two 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 2023 2022 2023 2022 Customer A 55 % 16 % 52 % 35 % Customer B 31 % — % 35 % — % Customer C — % 40 % — % 15 % Customer D — % 21 % — % 24 % 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, inventory valuation and reserves, warranty reserves, valuation allowance for deferred tax assets, valuation of earnout and warrant liabilities, stock-based compensation, useful lives of property and equipment, income tax uncertainties, 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, 2023, there were immaterial changes to the accrued warranty liability which was recorded in accrued expenses and other current liabilities on the condensed consolidated balance sheet. Reclassifications Certain reclassifications have been made to prior-period amounts to conform to current-period reporting classifications. Recently Adopted Accounting Pronouncements In June 2016, the Financial Standards Accounting Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which significantly changes the way entities recognize credit losses and impairment of financial assets recorded at amortized cost. Currently, the credit loss and impairment model for loans and leases is based on incurred losses, and investments are recognized as impaired when there is no longer an assumption that future cash flows will be collected in full under the originally contracted terms. Under the new current expected credit loss (“CECL”) model, the standard requires immediate recognition of estimated credit losses expected to occur over the remaining life of the asset. The Company adopted this standard on January 1, 2023 utilizing the modified retrospective method, and the adoption did not have a material impact on its condensed consolidated financial statements. Recently Issued Accounting Pronouncements 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, which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments and convertible preferred stock. This update also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. The update also requires entities to provide expanded disclosures about the terms and features of convertible instruments, how the instruments have been reported in the entity’s financial statements, and information about events, conditions, and circumstances that can affect how to assess the amount or timing of an entity’s future cash flows related to those instruments. The guidance is effective for interim and annual periods beginning after December 15, 2023 for smaller reporting companies. The Company is currently evaluating the potential impact on its condensed consolidated financial statements and related disclosures from the adoption of this standard.

Business Combination

Business Combination	9 Months Ended
	Sep. 30, 2023
Business Combinations [Abstract]
Business Combination	Business Combination On February 10, 2022, the Business Combination was consummated and the following disclosure has been retained from our previously filed Form 10-K for the comparative prior period in 2022. 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). 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 prior to the Business Combination, have been retroactively restated as shares reflecting an exchange ratio of approximately 2.449 (the “Exchange Ratio”). Operations prior to the Business Combination were those of Legacy Cepton in future reports of the combined entity. 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 595,000 shares of common stock at a purchase price of $100.00 per share (as adjusted to reflect the Reverse Stock Split), or an aggregate purchase price of $59.5 million (the “PIPE Investment”). 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 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 For the nine months ended September 30, 2022, the Company incurred direct and incremental costs of approximately $31.7 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 in 2022. There were no transaction costs related to the Business Combination recorded in 2023. Transaction Proceeds

Revenue

Revenue	9 Months Ended
	Sep. 30, 2023
Revenue from Contract with Customer [Abstract]
Revenue	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, 2023 2022 Revenue % of Revenue Revenue % of Revenue Revenue by country of domicile: Japan $ 2,151 56 % $ 376 21 % United States 1,583 41 % 684 38 % China 28 1 % 719 40 % Other 71 2 % 25 1 % Total $ 3,833 100 % $ 1,804 100 % Nine Months Ended September 30, 2023 2022 Revenue % of Revenue Revenue % of Revenue Revenue by country of domicile: Japan $ 4,454 55 % $ 2,640 45 % United States 3,153 39 % 2,177 37 % China 345 4 % 879 15 % Other 153 2 % 153 3 % Total $ 8,105 100 % $ 5,849 100 % As of September 30, 2023 and December 31, 2022, the Company had $0.6 million and $0.5 million of deferred revenue included in accrued expenses and other current liabilities, respectively, and no contract assets.

Fair Value Measurement

Fair Value Measurement	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurement	Fair Value Measurement The following tables summarize the Company’s assets and liabilities measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands): September 30, 2023 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market fund $ 21,684 $ — $ — $ 21,684 Total cash equivalents $ 21,684 $ — $ — $ 21,684 Short-term investments: Commercial paper $ — $ 11,374 $ — $ 11,374 U.S. government agency securities — 5,971 — 5,971 Total short-term investments $ — $ 17,345 $ — $ 17,345 Total assets measured at fair value $ 21,684 $ 17,345 $ — $ 39,029 Liabilities: Warrant liability $ — $ 141 $ — $ 141 Earnout liability — — 93 93 Total liabilities measured at fair value $ — $ 141 $ 93 $ 234 December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market fund $ 10,437 $ — $ — $ 10,437 Total cash equivalents $ 10,437 $ — $ — $ 10,437 Short-term investments: U.S. government agency securities $ — $ 2,493 $ — $ 2,493 Corporate debt securities — 1,210 — 1,210 Total short-term investments $ — $ 3,703 $ — $ 3,703 Total assets measured at fair value $ 10,437 $ 3,703 $ — $ 14,140 Liabilities: Warrant liability $ — $ 440 $ — $ 440 Earnout liability — — 920 920 Total liabilities measured at fair value $ — $ 440 $ 920 $ 1,360 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 short-term investments, the fair value as of September 30, 2023 and December 31, 2022 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 under warrant liability. 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. Changes in Level 3 liabilities related to earnout liability measured at fair value for the nine months ended September 30, 2023 were as follows (in thousands): Nine Months Ended September 30, 2023 Balance as of December 31, 2022 $ 920 Gain on change in fair value of earnout liability (827) Balance as of September 30, 2023 $ 93 The gain on change in the fair value of the earnout liability was shown in the condensed consolidated statement of operations and comprehensive income (loss).

Inventories

Inventories	9 Months Ended
	Sep. 30, 2023
Inventory Disclosure [Abstract]
Inventories	Inventories Inventories consist of the following as of September 30, 2023 and December 31, 2022 (in thousands): September 30, December 31, Raw materials $ 1,862 $ 1,179 Work-in-process 1,096 1,141 Finished goods 953 665 Total inventories $ 3,911 $ 2,985 Inventories are carried and depicted above at the lower of cost or net realizable value. Write-downs were $0.4 million and $0.6 million for the three and nine months ended September 30, 2023, respectively. Write-downs were $0.4 million for each of the three and nine months ended September 30, 2022.

Prepaid Expenses and Other Curr

Prepaid Expenses and Other Current Assets	9 Months Ended
	Sep. 30, 2023
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid Expenses and Other Current Assets	Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following as of September 30, 2023 and December 31, 2022 (in thousands): September 30, December 31, Prepaid insurance $ 1,214 $ 2,533 Other prepaid expenses 946 1,376 Deferred transaction costs — 993 Payroll tax receivable — 865 Other current assets 151 505 Total prepaid expenses and other current assets $ 2,311 $ 6,272

Property and Equipment, Net

Property and Equipment, Net	9 Months Ended
	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Property and Equipment, Net	Property and Equipment, Net Property and equipment, net, consists of the following as of September 30, 2023 and December 31, 2022 (in thousands): September 30, December 31, Machinery and equipment $ 2,786 $ 1,445 Automobiles 101 101 Leasehold improvements 235 189 Computer and equipment 116 116 Total property and equipment 3,238 1,851 Less: accumulated depreciation and amortization (1,239) (869) Total property and equipment, net $ 1,999 $ 982 Depreciation and amortization related to property and equipment was immaterial and $0.4 million for the three and nine months ended September 30, 2023, respectively. Depreciation and amortization related to property and equipment was immaterial and $0.2 million for the three and nine months ended September 30, 2022, respectively.

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	9 Months Ended
	Sep. 30, 2023
Payables and Accruals [Abstract]
Accrued Expenses and Other Current Liabilities	Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following as of September 30, 2023 and December 31, 2022 (in thousands): September 30, December 31, Accrued payroll $ 1,964 $ 1,300 Accrued expenses and taxes 825 375 Deferred revenue 572 525 Warranty reserve 48 65 Total accrued expenses and other current liabilities $ 3,409 $ 2,265

Debt

Debt	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Debt	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 had 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 Legacy Cepton’s common stock with an exercise price of $16.89 per share (see Note 14). 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) during 2022. Obligations under the Trinity Loan Agreement were secured by interests in substantially all of the Company’s assets. The agreement contained 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 including a 1.5% prepayment penalty and 2.5% end of term payment. Secured Term Loan Agreement with Koito On October 27, 2022, the Company entered into an Investment Agreement (the “Investment Agreement”) with Koito Manufacturing Co., Ltd. (“Koito”) (See Note 10). 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 $39.4 million) (the “Secured Term Loan Agreement”). The loan accrued interest at a rate equal to 1.0% per annum and was payable at maturity. The Secured Term Loan Agreement entered into with Koito was a related party transaction issued at a below market interest rate. To reflect what a similar debt instrument would be issued at with a market interest rate, the Company recorded a $2.0 million debt discount accounted for as a capital contribution within additional paid-in capital in the condensed consolidated balance sheet as of December 31, 2022. Amortization of the debt discount, in accordance with the effective interest method, was recorded as interest expense in the accompanying condensed consolidated statement of operations and comprehensive income (loss). The loan was set to 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. On November 7, 2022, the Company borrowed Japanese Yen ¥5.8 billion (approximately $39.4 million) under the Secured Term Loan Agreement. Obligations under the Secured Term Loan Agreement were secured by interests in substantially all of the Company’s assets, including all patents. The agreement contained customary affirmative and negative covenants. On January 24, 2023, the Company repaid all outstanding principal and accrued interest under the Secured Term Loan Agreement. For the nine months ended September 30, 2023, the Company recognized $0.3 million in interest expense in connection with the borrowings under the Secured Term Loan Agreement. Additionally, the Company recognized a $0.8 million foreign currency transaction loss on repayment using the applicable exchange rate on January 24, 2023 and a $1.1 million loss on extinguishment of debt.

Convertible Preferred Stock

Convertible Preferred Stock	9 Months Ended
	Sep. 30, 2023
Temporary Equity [Abstract]
Convertible Preferred Stock	Convertible Preferred Stock Convertible Preferred Stock Prior to Business Combination 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. Upon the closing of the Business Combination on February 10, 2022, each share of convertible preferred stock issued and outstanding was converted into shares of common stock at the Exchange Ratio. 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. Convertible Preferred Stock with Koito On October 27, 2022, the Company entered into the Investment Agreement with 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 issued and sold 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 “Initial Liquidation Preference”). The issuance and sale of the Preferred Stock and related matters were approved by the Company’s stockholders on January 11, 2023, and the Preferred Stock issued to Koito on January 19, 2023. In connection with the issuance of the Preferred Stock, the Company incurred direct and incremental expenses of $1.1 million, comprised of transaction fees, and financial advisory and legal expenses, which reduced the carrying value of the Preferred Stock. As of September 30, 2023, the Company had authorized 5,000,000 shares of preferred stock, each with a par value of $0.00001. As of September 30, 2023, there were 100,000 shares of preferred stock issued and outstanding. Dividend Provisions The Preferred Stock ranks senior to the Company’s common stock with respect to payment of dividends and rights on the distribution of assets on any liquidation, dissolution or winding up of the affairs of the Company and ranks junior to all secured and unsecured indebtedness. The Preferred Stock has an Initial Liquidation Preference of $100.0 million, representing an aggregate Liquidation Preference (as defined below) of $100.0 million upon issuance. At the Company’s election, the Preferred Stock carries a 4.250% per annum dividend if paid in kind or a 3.250% per annum dividend if paid in cash, in each case payable quarterly in arrears. Holders of the Preferred Stock are entitled to the dividend regardless of whether declared by the Company’s board of directors. Such dividends shall accrue and compound quarterly in arrears from the date of issuance of the shares. The Preferred Stock is also entitled to fully participate in any dividends paid to the holders of common stock in cash, in stock or otherwise, on an as-converted basis. Liquidation Rights In the event of any Liquidation, holders of the Preferred Stock are entitled to receive an amount per share equal to the greater of (1) the Initial Liquidation Preference per share plus any accrued or declared but unpaid dividends on such shares (the “Liquidation Preference”) or (2) the amount payable if the Preferred Stock were converted into common stock. The Preferred Stock will have distribution and liquidation rights senior to all other equity interests of the Company. As of September 30, 2023, the Liquidation Preference of the Preferred Stock was $103.0 million. Conversion Feature The Preferred Stock may be converted, at any time in whole or in part at the option of the holder, beginning on January 19, 2024, into shares of the Company’s common stock equal to the quotient obtained by dividing the sum of the Liquidation Preference by the conversion price of $25.85 (the “Conversion Price”), as adjusted to reflect the Reverse Stock Split. Anti-Dilution Provisions The Conversion Price of the Preferred Stock has customary anti-dilution provisions for stock splits, stock dividends, sales of shares through a tender or exchange offer, including under the Purchase Agreement with Lincoln Park (as defined below), subject to customary exceptions for issuances pursuant to current or future equity-based incentive plans or arrangements (including upon the exercise of employee stock options). Optional Redemption The Company has the option, upon 30 days’ advance notice, to (A) repurchase all (but not less than all) of the outstanding Preferred Stock held by Koito or a Permitted Transferee (as defined in the Investment Agreement) on or after the second anniversary of the closing occurring after the end of the applicable fiscal year for which the Company has recorded positive net income, if the Company has recorded positive net income pursuant to GAAP in its audited financial statements for any fiscal year the end date of which falls after the fifth anniversary of the closing and (B) all or any portion of the outstanding Preferred Stock not held by Koito or a Permitted transferee any time after the seventh anniversary of the closing. Fundamental Change Put Right Upon occurrence of a fundamental change event, each holder of outstanding shares of the Preferred Stock has the right to require the Company to repurchase any or all of their Preferred Stock at a purchase price per share equal to the Liquidation Preference or in lieu of a repurchase, elect to convert the Preferred Stock into the Company’s common stock equal to the quotient obtained by dividing 110% of the Liquidation Preference by the Conversion Price. A fundamental change is defined as either the direct or indirect sale, or other disposition of all or substantially all assets of the Company and its subsidiaries to any third party or the consummation of any transaction, the result of which is that any third party or group of third parties become the beneficial owner of more than 50% of the voting power of the Company. Solely with respect to shares held by Koito, the definition of a fundamental change is expanded to include agreements entered by the Company to issue equity exceeding 10% of the Company’s common stock, or any strategic alliance partnership, or joint venture agreement to a third party deemed to be a competitor with Koito (subject to certain exceptions).

Stockholders_ Equity (Deficit)

Stockholders’ Equity (Deficit)	9 Months Ended
	Sep. 30, 2023
Stockholders' Equity Note [Abstract]
Stockholders’ Equity (Deficit)	Stockholders’ Equity (Deficit) Common Stock Holders of Legacy Cepton’s 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 on February 10, 2022, each share of Legacy Cepton common stock issued and outstanding was converted into common stock of the Company at the Exchange Ratio. As of September 30, 2023, the Company had authorized 35,000,000 shares of common stock, each with a par value of $0.00001. As of September 30, 2023, there were 15,846,935 shares of common stock issued and outstanding. See Note 1 Basis of Presentation and Principles of Consolidation for more information regarding the Reverse Stock Split and Authorized Shares Reduction and the retroactive adjustment therefor in this Report. Lincoln Park Transaction On November 24, 2021, Legacy Cepton entered into a purchase agreement with Lincoln Park Capital 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 common stock in accordance with daily dollar thresholds as determined within the Purchase Agreement. The purchase price per share for common stock will be the lower of: (i) the lowest trading price for shares of 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 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, 5,000 shares of common stock to Lincoln Park on the date of the closing of the Business Combination and subsequently an additional 15,000 shares of common stock 180 days after the date of the closing of the Business Combination. As of September 30, 2023, 114,251 shares of common stock had been sold in aggregate to Lincoln Park under the Purchase Agreement for consideration of $1.7 million. For the three and nine months ended September 30, 2023, no shares of common stock were sold to Lincoln Park under the Purchase Agreement. For the three and nine months ended September 30, 2022, 112,132 and 114,251 shares of common stock, respectively, were sold to Lincoln Park under the Purchase Agreement. 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 on February 10, 2022, each share of Legacy Cepton’s Class F stock issued and outstanding was converted to common stock of the Company at the Exchange Ratio.

Stock-Based Compensation

Stock-Based Compensation	9 Months Ended
	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Stock-Based Compensation	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 a result of the Business Combination, the Company no longer grants new incentive awards under the 2016 Plan and there were no shares reserved or available for future issuance 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 1,512,314 shares of the Company’s common stock, as adjusted to reflect the Reverse Stock Split, 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, 2023, as adjusted to reflect the Reverse Stock Split, there were 1,007,264 shares of common stock reserved for issuance under the 2022 Plan. 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, 2023 is presented below: Shares Weighted Weighted Aggregate Outstanding as of December 31, 2022 1,426,132 $ 21.45 6.5 $ 6,486 Granted 8,500 $ 4.45 Exercised (21,992) $ 1.00 Expired/Forfeited (71,827) $ 36.86 Outstanding as of September 30, 2023 1,340,813 $ 20.85 5.8 $ 1,028 Exercisable as of September 30, 2023 1,119,579 $ 16.88 5.4 $ 1,028 Vested and expected to vest as of September 30, 2023 1,340,813 $ 20.85 5.8 $ 1,028 During the nine months ended September 30, 2023, the estimated weighted-average grant date fair value of options granted was $2.03 per share. As of September 30, 2023, there was $5.0 million of unrecognized stock-based compensation expense related to unvested stock options expected to be recognized over a weighted-average period of 1.4 years. The total intrinsic value of options exercised during the nine months ended September 30, 2023 was $0.1 million. The Company recognizes forfeitures as they occur. Restricted Stock Units Each restricted stock unit (“RSU”) granted under the 2022 Plan represents a right to receive one share of the Company’s common stock when the RSU vests. RSUs generally vest over a period of one A summary of the Company’s RSU activity for the nine months ended September 30, 2023 is presented below: Shares Weighted Grant Date Fair Value Outstanding as of December 31, 2022 470,868 $ 25.66 Granted 489,762 $ 10.19 Released (167,211) $ 25.74 Forfeited (63,471) $ 16.58 Outstanding as of September 30, 2023 729,948 $ 16.05 As of September 30, 2023, there was $9.3 million of unrecognized stock-based compensation expense related to unvested RSUs expected to be recognized over a weighted-average period of 2.3 years. The total intrinsic value of RSUs outstanding at September 30, 2023 was $2.8 million. The Company recognizes forfeitures as they occur. Performance-based Stock units Each performance-based stock unit (“PSU”) granted under the 2022 Plan represents a right to receive one share of the Company’s common stock upon satisfaction of the performance-based conditions applicable to the PSU. There were no PSUs issued during the nine months ended September 30, 2023. During the nine months ended September 30, 2022, the Company granted 12,300 PSUs under the 2022 Plan, with 6,600 PSUs in the first tranche and 5,700 PSUs in the second tranche. Each grant consisted 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 closing price of the Company’s common stock exceeds $150.00 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 closing price of the Company’s common stock exceeds $175.00 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 $9.77, amortizing over a derived service period of 21 and 22 months for each tranche, respectively. As of September 30, 2023, unrecognized stock-based compensation expense related to PSU’s was immaterial, which was expected to be recognized over a weighted-average period of 1.4 years. Stock-Based Compensation For the three and nine months ended September 30, 2023 and 2022, the Company recorded stock-based compensation expense as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Cost of revenue $ 45 $ 42 $ 149 $ 145 Research and development expense 1,148 1,269 3,518 3,250 Selling, general and administrative expense 1,142 1,057 3,322 2,559 Total stock-based compensation expense $ 2,335 $ 2,368 $ 6,989 $ 5,954 For the three months ended September 30, 2023 and 2022, the Company capitalized $42 thousand and $42 thousand, respectively, of stock-based compensation expense into inventory. For the nine months ended September 30, 2023 and 2022, the Company capitalized $0.1 million and $0.1 million, respectively, of stock-based compensation expense into inventory. There were no modifications during the three and nine months ended September 30, 2023, or during the three months ended September 30, 2022. During the nine months ended September 30, 2022, the Company recognized additional stock-based compensation expense of $0.3 million as a result of modification of a cancelled option of a nonemployee.

Earnout Liability

Earnout Liability	9 Months Ended
	Sep. 30, 2023
Disclosure Of Earnout Liability [Abstract]
Earnout Liability	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 (as adjusted to reflect the Reverse Stock Split): (a) If the closing price of the Company’s common stock equals or exceeds $150.00 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 (b) If the closing price of the Company’s common stock equals or exceeds $175.00 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 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, December 31, Current stock price $ 3.80 $ 12.70 Expected volatility 117.0 % 79.0 % Risk-free interest rate 5.32 % 4.42 % Expected term (in years) 1.4 2.1 Expected dividend yield 0 % 0 % Current stock price: the stock price was based on the closing price as of the valuation date, as adjusted to reflect the Reverse Stock Split. Expected volatility: the volatility rate was determined using the historical volatility of the Company's stock price and a mix of historical and implied volatilities of selected industry peers deemed to be comparable to the Company’s business, corresponding to the expected term of the awards. Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of issuance for zero-coupon U.S. Treasury notes with maturities corresponding to the expected three-year term of the earnout period. Expected term: The expected term is the remaining term of the three-year earnout period. Expected dividend yield: The expected dividend rate is zero as the Company currently has no history or expectation of declaring dividends in the foreseeable future. As of September 30, 2023, the balance of the earnout liability was approximately $0.1 million. For the three and nine months ended September 30, 2023, the Company recorded an immaterial gain and a gain of $0.8 million, respectively, in the condensed consolidated statement of operations and comprehensive income (loss) for the change in fair value of the earnout liability. For the three and nine months ended September 30, 2022, the Company recorded a loss of $1.4 million and a gain of $70.9 million, respectively, 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, 2023
Warrants [Abstract]
Warrants	Warrants Common Stock Warrants Assumed in Business Combination As part of GCAC’s initial public offering, 8,625,000 Public Warrants were sold. The terms of outstanding warrants and equity-based awards (including exercise price and number of shares issuable thereunder) were proportionately adjusted to reflect the Reverse Stock Split. The as-adjusted terms of the Public Warrants provide that every ten shares of common stock that could have been purchased pursuant to the exercise of warrants prior to the Effective Date represent one share of common stock that may be purchased pursuant to such warrants following the Effective Date. The exercise price for each warrant following the Effective Date equals the product of 10 multiplied by the exercise price prior to the Effective Date; accordingly, the exercise price for the Company’s warrants is $115.00 following the Effective Date. 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 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 $180.00 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, including with respect to the Reverse Stock Split adjustments described above, except that the Private Placement Warrants and the shares of common stock issuable upon exercise were not 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, 2023 at $0.1 million. For the three and nine months ended September 30, 2023, the Company recorded a gain of $0.2 million and $0.3 million, respectively, in the condensed consolidated statement of operations and comprehensive income (loss) for the change in fair value of the liability. For the three and nine months ended September 30, 2022, the Company recorded an immaterial loss and a gain of $1.8 million, respectively, 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 (which was repaid in February 2020). In connection with the 2019 Loan Agreement, Legacy Cepton issued detachable warrants (“SVB warrants”) to purchase an aggregate of 60,000 shares of Legacy Cepton’s common stock. Immediately prior to the consummation of the Business Combination, the SVB warrants were net exercised and subsequently converted into shares of common stock of the Company. On January 4, 2022, in connection with the Trinity Loan Agreement, Legacy Cepton issued a warrant (“Trinity warrants”) to purchase 96,998 shares of Legacy Cepton’s 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 Trinity warrants were net exercised and subsequently converted into shares of common stock of the Company. For the nine months ended September 30, 2022, the Company recorded a gain of $0.7 million in the condensed consolidated statement of operations and comprehensive income (loss) for the exercise of the Trinity warrants.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes 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, China, and the United Kingdom. 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. The Company’s provision for income taxes was immaterial for each of the three and nine months ended September 30, 2023 and 2022. The Company continues to maintain a full valuation allowance against its U.S. federal and state deferred tax assets.

Leases

Leases	9 Months Ended
	Sep. 30, 2023
Leases [Abstract]
Leases	Leases The Company leases office and manufacturing facilities under non-cancelable operating leases expiring at various dates through April 2028. 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 Company determines if an arrangement is or contains a lease at inception. 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, 2023 and 2022 were as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Operating lease cost $ 803 $ 388 $ 2,271 $ 1,129 Variable lease cost 202 210 610 631 Total operating lease cost $ 1,005 $ 598 $ 2,881 $ 1,760 Supplemental cash flow information for the nine months ended September 30, 2023 and 2022 related to leases was as follows (in thousands): Nine Months Ended 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Cash paid for operating leases included in operating activities $ 1,774 $ 1,358 Right of use assets obtained in exchange for lease obligations: Operating leases $ 11,190 $ 1,827 Supplemental balance sheet information related to leases was as follows (in thousands): September 30, 2023 December 31, 2022 Operating lease right-of-use assets: Operating lease right-of-use assets, current $ — $ 121 Operating lease right-of-use assets, non-current 10,457 324 Total operating lease right-of-use assets $ 10,457 $ 445 Operating lease liabilities: Operating lease liabilities, current $ 1,784 $ 211 Operating lease liabilities, non-current 9,217 281 Total operating lease liabilities $ 11,001 $ 492 The non-current portion of the operating lease right-of-use assets was recorded in other assets in the condensed consolidated balance sheets. Weighted-average remaining term and discount rates were as follows (term in years): September 30, 2023 December 31, 2022 Weighted-average remaining lease term 4.51 3.06 Weighted-average discount rate 14.48 % 13.78 % Maturities of lease liabilities were as follows (in thousands): Year Ending December 31, 2023 $ 790 2024 3,250 2025 3,328 2026 3,324 Thereafter 4,215 Total undiscounted lease payments $ 14,907 Present value adjustment for minimum lease commitments (3,905) Net lease liabilities $ 11,002

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	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 were no material accruals for loss contingencies associated with such legal claims, actions or litigation as of September 30, 2023.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Investment Agreement and Investor Rights Agreement with Koito On October 27, 2022, the Company entered into the Investment Agreement with 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 issued and sold to Koito 100,000 shares of Preferred Stock for a purchase price of $100.0 million. The issuance and sale of the Preferred Stock and related matters were approved by the Company’s stockholders on January 11, 2023, and the Preferred Stock issued to Koito on January 19, 2023. See Note 10 to the condensed consolidated financial statements for further information. At the closing of the issuance of the Preferred Stock, the Company and Koito entered into the Investor Rights Agreement (the “Investor Rights Agreement”), pursuant to which, among other things, the Company ensured that two designees of Koito sat on the Company’s board of directors immediately following the issuance of the Preferred Stock. The Investor Rights Agreement also provides for certain investor consent, preemptive, registration, and termination rights, which contain certain provisions that limit the Company’s ability to access additional sources of funding without Koito’s consent. Secured Term Loan Agreement with Koito 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 $39.4 million). On January 24, 2023, the Company repaid all outstanding principal and accrued interest under the Secured Term Loan Agreement. See Note 9 to the condensed consolidated financial statements for further information. Transactions with Koito Koito is an automotive tier 1 partner and investor of the Company. Sales to Koito were $2.1 million and $0.3 million for the three months ended September 30, 2023 and 2022, respectively. Sales to Koito were $4.2 million and $2.1 million for the nine months ended September 30, 2023 and 2022, respectively. Accounts receivable from Koito were $0.8 million as of September 30, 2023 and $1.0 million as of December 31, 2022.

Basic and Diluted Net Income (L

Basic and Diluted Net Income (Loss) Per Share	9 Months Ended
	Sep. 30, 2023
Earnings Per Share [Abstract]
Basic and Diluted Net Income (Loss) Per Share	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 loss position for the three and nine months ended September 30, 2023 and for the three months ended September 30, 2022. The Company was in a net income position for the nine months ended September 30, 2022. The Company considers its Preferred Stock outstanding as of September 30, 2023 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 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. 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. The following table present reconciliations of the denominators of basic and diluted net (loss) income per share: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Denominator: Weighted-average common shares outstanding – Basic 15,834,152 15,568,941 15,750,586 14,274,416 Stock options to purchase common stock and RSUs (1) — — — 930,427 Weighted-average common shares outstanding – Diluted 15,834,152 15,568,941 15,750,586 15,204,843 (1) Includes the weighted-average unvested shares subject to repurchase of 782 shares as of the nine months ended September 30, 2022. The following common stock equivalents were excluded from the computation of diluted net (loss) income per share for the periods presented because including them would have been antidilutive: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Stock options to purchase common stock and RSUs 1,672,055 1,034,469 1,850,720 500,219 Preferred Stock on an as-converted basis 3,984,232 — 3,984,232 — Total 5,656,287 1,034,469 5,834,952 500,219 As of September 30, 2023 and 2022, 1,300,000 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, 2023 and 2022. As of September 30, 2023 and 2022, 13,800,000 common stock warrants (which are exercisable for an aggregate of 1,380,000 shares of common stock) 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, 2023
Segment Reporting [Abstract]
Segments	SegmentsThe 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 79%.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsThe Company has evaluated subsequent events from the balance sheet date through November 13, 2023, the issuance date of the condensed consolidated financial statements, and determined there are no other transactions that require additional accounting or disclosure.

Description of Business and S_2

Description of Business and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2023
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 Stock 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 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.
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The condensed consolidated financial statements are unaudited and have been 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 the Company’s wholly owned subsidiaries in Canada, Germany, China and the United Kingdom. All intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated financial statements include all adjustments considered necessary by management to fairly state the results of operations, financial position and cash flows. The accompanying interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of September 30, 2023, the Company had cash and cash equivalents of $43.9 million, short-term investments of $17.3 million, and an accumulated deficit of $126.3 million. During the nine months ended September 30, 2023, the Company incurred an operating loss of $41.5 million and had negative cash flows from operating activities of $30.5 million. The Company believes that its cash position, including cash available from the Purchase Agreement with Lincoln Park (each as defined below in Note 11), will be sufficient to satisfy foreseeable liquidity needs and capital expenditure requirements, including for at least the next twelve months. 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 received through the Business Combination, PIPE Investment (as defined below in Note 2), 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. On September 7, 2023, the Company’s stockholders approved a one-for-ten reverse stock split of the Company’s issued common stock (the “Reverse Stock Split”) and a corresponding reduction in the total number of shares of common stock the Company is authorized to issue (the “Authorized Shares Reduction”). On September 18, 2023, the Company filed with
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 U.S. government agency 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.
Use of Estimates	Use of EstimatesThe 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, inventory valuation and reserves, warranty reserves, valuation allowance for deferred tax assets, valuation of earnout and warrant liabilities, stock-based compensation, useful lives of property and equipment, income tax uncertainties, 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, 2023, there were immaterial changes to the accrued warranty liability which was recorded in accrued expenses and other current liabilities on the condensed consolidated balance sheet.
Reclassifications	Reclassifications Certain reclassifications have been made to prior-period amounts to conform to current-period reporting classifications.
Recently Adopted and Issued Accounting Pronouncements	Recently Adopted Accounting Pronouncements In June 2016, the Financial Standards Accounting Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which significantly changes the way entities recognize credit losses and impairment of financial assets recorded at amortized cost. Currently, the credit loss and impairment model for loans and leases is based on incurred losses, and investments are recognized as impaired when there is no longer an assumption that future cash flows will be collected in full under the originally contracted terms. Under the new current expected credit loss (“CECL”) model, the standard requires immediate recognition of estimated credit losses expected to occur over the remaining life of the asset. The Company adopted this standard on January 1, 2023 utilizing the modified retrospective method, and the adoption did not have a material impact on its condensed consolidated financial statements. Recently Issued Accounting Pronouncements 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, which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments and convertible preferred stock. This update also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. The update also requires entities to provide expanded disclosures about the terms and features of convertible instruments, how the instruments have been reported in the entity’s financial statements, and information about events, conditions, and circumstances that can affect how to assess the amount or timing of an entity’s future cash flows related to those instruments. The guidance is effective for interim and annual periods beginning after December 15, 2023 for smaller reporting companies. The Company is currently evaluating the potential impact on its condensed consolidated financial statements and related disclosures from the adoption of this standard.

Description of Business and S_3

Description of Business and Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Schedule of total revenue	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 2023 2022 2023 2022 Customer A 55 % 16 % 52 % 35 % Customer B 31 % — % 35 % — % Customer C — % 40 % — % 15 % Customer D — % 21 % — % 24 %

Revenue (Tables)

Revenue (Tables)	9 Months Ended
	Sep. 30, 2023
Revenue from Contract with Customer [Abstract]
Schedule of total revenue disaggregated by geographic region	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, 2023 2022 Revenue % of Revenue Revenue % of Revenue Revenue by country of domicile: Japan $ 2,151 56 % $ 376 21 % United States 1,583 41 % 684 38 % China 28 1 % 719 40 % Other 71 2 % 25 1 % Total $ 3,833 100 % $ 1,804 100 % Nine Months Ended September 30, 2023 2022 Revenue % of Revenue Revenue % of Revenue Revenue by country of domicile: Japan $ 4,454 55 % $ 2,640 45 % United States 3,153 39 % 2,177 37 % China 345 4 % 879 15 % Other 153 2 % 153 3 % Total $ 8,105 100 % $ 5,849 100 %

Fair Value Measurement (Tables)

Fair Value Measurement (Tables)	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Schedule of assets measured at fair value on a recurring basis	The following tables summarize the Company’s assets and liabilities measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands): September 30, 2023 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market fund $ 21,684 $ — $ — $ 21,684 Total cash equivalents $ 21,684 $ — $ — $ 21,684 Short-term investments: Commercial paper $ — $ 11,374 $ — $ 11,374 U.S. government agency securities — 5,971 — 5,971 Total short-term investments $ — $ 17,345 $ — $ 17,345 Total assets measured at fair value $ 21,684 $ 17,345 $ — $ 39,029 Liabilities: Warrant liability $ — $ 141 $ — $ 141 Earnout liability — — 93 93 Total liabilities measured at fair value $ — $ 141 $ 93 $ 234 December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market fund $ 10,437 $ — $ — $ 10,437 Total cash equivalents $ 10,437 $ — $ — $ 10,437 Short-term investments: U.S. government agency securities $ — $ 2,493 $ — $ 2,493 Corporate debt securities — 1,210 — 1,210 Total short-term investments $ — $ 3,703 $ — $ 3,703 Total assets measured at fair value $ 10,437 $ 3,703 $ — $ 14,140 Liabilities: Warrant liability $ — $ 440 $ — $ 440 Earnout liability — — 920 920 Total liabilities measured at fair value $ — $ 440 $ 920 $ 1,360
Fair Value, Liabilities Measured on Recurring Basis	Changes in Level 3 liabilities related to earnout liability measured at fair value for the nine months ended September 30, 2023 were as follows (in thousands): Nine Months Ended September 30, 2023 Balance as of December 31, 2022 $ 920 Gain on change in fair value of earnout liability (827) Balance as of September 30, 2023 $ 93

Inventories (Tables)

Inventories (Tables)	9 Months Ended
	Sep. 30, 2023
Inventory Disclosure [Abstract]
Schedule of inventories	Inventories consist of the following as of September 30, 2023 and December 31, 2022 (in thousands): September 30, December 31, Raw materials $ 1,862 $ 1,179 Work-in-process 1,096 1,141 Finished goods 953 665 Total inventories $ 3,911 $ 2,985

Prepaid Expenses and Other Cu_2

Prepaid Expenses and Other Current Assets (Tables)	9 Months Ended
	Sep. 30, 2023
Prepaid Expense and Other Assets, Current [Abstract]
Schedule of prepaid expense and other current assets	Prepaid expenses and other current assets consisted of the following as of September 30, 2023 and December 31, 2022 (in thousands): September 30, December 31, Prepaid insurance $ 1,214 $ 2,533 Other prepaid expenses 946 1,376 Deferred transaction costs — 993 Payroll tax receivable — 865 Other current assets 151 505 Total prepaid expenses and other current assets $ 2,311 $ 6,272

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	9 Months Ended
	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	Property and equipment, net, consists of the following as of September 30, 2023 and December 31, 2022 (in thousands): September 30, December 31, Machinery and equipment $ 2,786 $ 1,445 Automobiles 101 101 Leasehold improvements 235 189 Computer and equipment 116 116 Total property and equipment 3,238 1,851 Less: accumulated depreciation and amortization (1,239) (869) Total property and equipment, net $ 1,999 $ 982

Accrued Expenses and Other Cu_2

Accrued Expenses and Other Current Liabilities (Tables)	9 Months Ended
	Sep. 30, 2023
Payables and Accruals [Abstract]
Schedule of accrued expenses	Accrued expenses and other current liabilities consisted of the following as of September 30, 2023 and December 31, 2022 (in thousands): September 30, December 31, Accrued payroll $ 1,964 $ 1,300 Accrued expenses and taxes 825 375 Deferred revenue 572 525 Warranty reserve 48 65 Total accrued expenses and other current liabilities $ 3,409 $ 2,265

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	9 Months Ended
	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Schedule of employee and nonemployee stock option activity	A summary of the Company’s employee and nonemployee stock option activity for the nine months ended September 30, 2023 is presented below: Shares Weighted Weighted Aggregate Outstanding as of December 31, 2022 1,426,132 $ 21.45 6.5 $ 6,486 Granted 8,500 $ 4.45 Exercised (21,992) $ 1.00 Expired/Forfeited (71,827) $ 36.86 Outstanding as of September 30, 2023 1,340,813 $ 20.85 5.8 $ 1,028 Exercisable as of September 30, 2023 1,119,579 $ 16.88 5.4 $ 1,028 Vested and expected to vest as of September 30, 2023 1,340,813 $ 20.85 5.8 $ 1,028
Summary of RSU activity	A summary of the Company’s RSU activity for the nine months ended September 30, 2023 is presented below: Shares Weighted Grant Date Fair Value Outstanding as of December 31, 2022 470,868 $ 25.66 Granted 489,762 $ 10.19 Released (167,211) $ 25.74 Forfeited (63,471) $ 16.58 Outstanding as of September 30, 2023 729,948 $ 16.05
Schedule of stock based compensation expense related to options granted to employees and non employees	For the three and nine months ended September 30, 2023 and 2022, the Company recorded stock-based compensation expense as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Cost of revenue $ 45 $ 42 $ 149 $ 145 Research and development expense 1,148 1,269 3,518 3,250 Selling, general and administrative expense 1,142 1,057 3,322 2,559 Total stock-based compensation expense $ 2,335 $ 2,368 $ 6,989 $ 5,954

Earnout Liability (Tables)

Earnout Liability (Tables)	9 Months Ended
	Sep. 30, 2023
Disclosure Of Earnout Liability [Abstract]
Schedule of assumptions used in estimating the fair value of the earnout liability	The following table summarizes the assumptions used in estimating the fair value of the earnout liability at each of the relevant periods: September 30, December 31, Current stock price $ 3.80 $ 12.70 Expected volatility 117.0 % 79.0 % Risk-free interest rate 5.32 % 4.42 % Expected term (in years) 1.4 2.1 Expected dividend yield 0 % 0 %

Leases (Tables)

Leases (Tables)	9 Months Ended
	Sep. 30, 2023
Leases [Abstract]
Schedule of components of lease expense	The components of lease expense for the three and nine months ended September 30, 2023 and 2022 were as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Operating lease cost $ 803 $ 388 $ 2,271 $ 1,129 Variable lease cost 202 210 610 631 Total operating lease cost $ 1,005 $ 598 $ 2,881 $ 1,760
Schedule of supplemental cash flow information	Supplemental cash flow information for the nine months ended September 30, 2023 and 2022 related to leases was as follows (in thousands): Nine Months Ended 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Cash paid for operating leases included in operating activities $ 1,774 $ 1,358 Right of use assets obtained in exchange for lease obligations: Operating leases $ 11,190 $ 1,827
Schedule of supplemental balance sheet information related to leases	Supplemental balance sheet information related to leases was as follows (in thousands): September 30, 2023 December 31, 2022 Operating lease right-of-use assets: Operating lease right-of-use assets, current $ — $ 121 Operating lease right-of-use assets, non-current 10,457 324 Total operating lease right-of-use assets $ 10,457 $ 445 Operating lease liabilities: Operating lease liabilities, current $ 1,784 $ 211 Operating lease liabilities, non-current 9,217 281 Total operating lease liabilities $ 11,001 $ 492
Schedule of weighted average remaining term and discount rates	Weighted-average remaining term and discount rates were as follows (term in years): September 30, 2023 December 31, 2022 Weighted-average remaining lease term 4.51 3.06 Weighted-average discount rate 14.48 % 13.78 %
Schedule of maturities of lease liabilities	Maturities of lease liabilities were as follows (in thousands): Year Ending December 31, 2023 $ 790 2024 3,250 2025 3,328 2026 3,324 Thereafter 4,215 Total undiscounted lease payments $ 14,907 Present value adjustment for minimum lease commitments (3,905) Net lease liabilities $ 11,002

Basic and Diluted Net Income _2

Basic and Diluted Net Income (Loss) Per Share (Tables)	9 Months Ended
	Sep. 30, 2023
Earnings Per Share [Abstract]
Schedule of denominators of basic and diluted net income (loss) per share	The following table present reconciliations of the denominators of basic and diluted net (loss) income per share: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Denominator: Weighted-average common shares outstanding – Basic 15,834,152 15,568,941 15,750,586 14,274,416 Stock options to purchase common stock and RSUs (1) — — — 930,427 Weighted-average common shares outstanding – Diluted 15,834,152 15,568,941 15,750,586 15,204,843 (1) Includes the weighted-average unvested shares subject to repurchase of 782 shares as of the nine months ended September 30, 2022.
Schedule of diluted net income (loss) per share	The following common stock equivalents were excluded from the computation of diluted net (loss) income per share for the periods presented because including them would have been antidilutive: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Stock options to purchase common stock and RSUs 1,672,055 1,034,469 1,850,720 500,219 Preferred Stock on an as-converted basis 3,984,232 — 3,984,232 — Total 5,656,287 1,034,469 5,834,952 500,219

Description of Business and S_4

Description of Business and Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands		3 Months Ended		6 Months Ended	9 Months Ended
	Sep. 07, 2023	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Jun. 30, 2023	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Cash and cash equivalents		$ 43,860			$ 43,860		$ 31,953
Short-term investment		17,300			17,300
Accumulated deficit		126,285			126,285		$ 86,059
Operating loss		$ 12,348	$ 15,020		41,507	$ 46,681
Cash flow used in operating activities					$ 30,526	$ 43,505
Product warranty, term					1 year
Stock split, conversion ratio	0.1
Accounts Receivable | Customer Concentration Risk | Two Customers
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Concentration risk				10%
Accounts Receivable | Customer Concentration Risk | Three Customers
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Concentration risk		10%

Description of Business and S_5

Description of Business and Summary of Significant Accounting Policies - Schedule of total revenue (Details) - Revenue Benchmark - Customer Concentration Risk	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Customer A
Revenue, Major Customer [Line Items]
Concentration risk	55%	16%	52%	35%
Customer B
Revenue, Major Customer [Line Items]
Concentration risk	31%	0%	35%	0%
Customer C
Revenue, Major Customer [Line Items]
Concentration risk	0%	40%	0%	15%
Customer D
Revenue, Major Customer [Line Items]
Concentration risk	0%	21%	0%	24%

Business Combination (Details)

Business Combination (Details) $ / shares in Units, $ in Millions	9 Months Ended		20 Months Ended
	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) $ / shares	Feb. 10, 2022 USD ($) shares
Business Combinations [Abstract]
Exchange ratio			2.449
Common stock, shares subscription (in shares) | shares				595,000
Purchase price per share (in Dollars per share) | $ / shares			$ 100
Common stock				$ 59.5
Direct and incremental cost		$ 31.7
Transaction costs	$ 0		$ 2.6
Proceeds from divestiture of businesses			$ 76.1
Transaction costs				$ 40.7

Revenue - Schedule of total rev

Revenue - Schedule of total revenue disaggregated by geographic region (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenue by country of domicile:
Revenue	$ 3,833	$ 1,804	$ 8,105	$ 5,849
% of Revenue	100%	100%	100%	100%
Japan
Revenue by country of domicile:
Revenue	$ 2,151	$ 376	$ 4,454	$ 2,640
% of Revenue	56%	21%	55%	45%
United States
Revenue by country of domicile:
Revenue	$ 1,583	$ 684	$ 3,153	$ 2,177
% of Revenue	41%	38%	39%	37%
Other
Revenue by country of domicile:
Revenue	$ 71	$ 25	$ 153	$ 153
% of Revenue	2%	1%	2%	3%
China
Revenue by country of domicile:
Revenue	$ 28	$ 719	$ 345	$ 879
% of Revenue	1%	40%	4%	15%

Revenue - Narrative (Details)

Revenue - Narrative (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Contract liabilities	$ 600,000	$ 500,000
Contract assets	$ 0	$ 0

Fair Value Measurement - Schedu

Fair Value Measurement - Schedule of assets measured at fair value on a recurring basis (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Jan. 04, 2022
Cash equivalents:
Total cash equivalents	$ 21,684	$ 10,437
Short-term investments:
Total short-term investments	17,345	3,703
Total assets measured at fair value	39,029	14,140
Liabilities:
Warrant liability	141	440	$ 1,300
Earnout liability	93	920
Total liabilities measured at fair value	234	1,360
Commercial paper
Short-term investments:
Total short-term investments	11,374
U.S. government agency securities
Short-term investments:
Total short-term investments	5,971	2,493
Corporate debt securities
Short-term investments:
Total short-term investments		1,210
Money market fund
Cash equivalents:
Total cash equivalents	21,684	10,437
Level 1
Cash equivalents:
Total cash equivalents	21,684	10,437
Short-term investments:
Total short-term investments	0	0
Total assets measured at fair value	21,684	10,437
Liabilities:
Warrant liability	0	0
Earnout liability	0	0
Total liabilities measured at fair value	0	0
Level 1 | Commercial paper
Short-term investments:
Total short-term investments	0
Level 1 | U.S. government agency securities
Short-term investments:
Total short-term investments	0	0
Level 1 | Corporate debt securities
Short-term investments:
Total short-term investments		0
Level 1 | Money market fund
Cash equivalents:
Total cash equivalents	21,684	10,437
Level 2
Cash equivalents:
Total cash equivalents	0	0
Short-term investments:
Total short-term investments	17,345	3,703
Total assets measured at fair value	17,345	3,703
Liabilities:
Warrant liability	141	440
Earnout liability	0	0
Total liabilities measured at fair value	141	440
Level 2 | Commercial paper
Short-term investments:
Total short-term investments	11,374
Level 2 | U.S. government agency securities
Short-term investments:
Total short-term investments	5,971	2,493
Level 2 | Corporate debt securities
Short-term investments:
Total short-term investments		1,210
Level 2 | Money market fund
Cash equivalents:
Total cash equivalents	0	0
Level 3
Cash equivalents:
Total cash equivalents	0	0
Short-term investments:
Total short-term investments	0	0
Total assets measured at fair value	0	0
Liabilities:
Warrant liability	0	0
Earnout liability	93	920
Total liabilities measured at fair value	93	920
Level 3 | Commercial paper
Short-term investments:
Total short-term investments	0
Level 3 | U.S. government agency securities
Short-term investments:
Total short-term investments	0	0
Level 3 | Corporate debt securities
Short-term investments:
Total short-term investments		0
Level 3 | Money market fund
Cash equivalents:
Total cash equivalents	$ 0	$ 0

Fair Value Measurement - Sche_2

Fair Value Measurement - Schedule of changes in Fair Value of Earnout Liability (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Gain on change in fair value of earnout liability	$ 1,400	$ (800)	$ (70,900)
Earnout Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance as of December 31, 2022		920
Gain on change in fair value of earnout liability		(827)
Balance as of September 30, 2023		$ 93

Inventories - Schedule of inven

Inventories - Schedule of inventories (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw materials	$ 1,862	$ 1,862		$ 1,179
Work-in-process	1,096	1,096		1,141
Finished goods	953	953		665
Total inventories	3,911	3,911		$ 2,985
Inventory write-down	$ 400	$ 600	$ 400

Prepaid Expenses and Other Cu_3

Prepaid Expenses and Other Current Assets (Details) - Schedule of prepaid expense and other current assets - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid insurance	$ 1,214	$ 2,533
Other prepaid expenses	946	1,376
Deferred transaction costs	0	993
Payroll tax receivable	0	865
Other current assets	151	505
Total prepaid expenses and other current assets	$ 2,311	$ 6,272

Property and Equipment, Net (De

Property and Equipment, Net (Details) - Schedule of property and equipment - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property, and equipment	$ 3,238	$ 1,851
Less: accumulated depreciation and amortization	(1,239)	(869)
Total property and equipment, net	1,999	982
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property, and equipment	2,786	1,445
Automobiles
Property, Plant and Equipment [Line Items]
Property, and equipment	101	101
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, and equipment	235	189
Computer and equipment
Property, Plant and Equipment [Line Items]
Property, and equipment	$ 116	$ 116

Property and Equipment, Net - N

Property and Equipment, Net - Narrative (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation	$ 0.2	$ 0.4	$ 0.2

Accrued Expenses and Other Cu_3

Accrued Expenses and Other Current Liabilities - Schedule of accrued expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued payroll	$ 1,964	$ 1,300
Accrued expenses and taxes	825	375
Deferred revenue	572	525
Warranty reserve	48	65
Total accrued expenses and other current liabilities	$ 3,409	$ 2,265

Debt (Details)

Debt (Details) $ / shares in Units, $ in Thousands					3 Months Ended		9 Months Ended
	Jan. 24, 2023 USD ($)	Nov. 07, 2022	Oct. 27, 2022 USD ($) businessDay	Jan. 04, 2022 USD ($) $ / shares shares	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Short-Term Debt [Line Items]
Aggregate warrants to purchase of shares (in shares) | shares				96,998
Exercise price (in dollars per share) | $ / shares				$ 16.89
Warrants fair value				$ 1,300	$ 141		$ 141		$ 440
Interest expense						$ 400		$ 1,800
Loss from extinguishment of debt	$ 1,100				$ 0	$ 0	1,123	$ 0
Related Party
Short-Term Debt [Line Items]
Foreign currency transaction loss	$ 800
Secured Debt | Related Party
Short-Term Debt [Line Items]
Interest expense							$ 300
Secured Debt | Secured Debt | Related Party
Short-Term Debt [Line Items]
Interest rate			1%
Debt discount			$ 2,000
Trinity Loan Agreement | Loans Payable
Short-Term Debt [Line Items]
Interest rate				10.75%
Trinity Loan Agreement | Prime Rate | Loans Payable
Short-Term Debt [Line Items]
Variable interest rate				7%
Trinity Loan Agreement | Loans Payable
Short-Term Debt [Line Items]
Debt instrument, face amount				$ 25,000
Borrowings				10,000
Debt discount				$ 300
Prepayment penalty		1.50%
End of term payment		2.50%
Secured Term Loan Agreement | Secured Debt
Short-Term Debt [Line Items]
Loan maturity, after investment agreement close | businessDay			3

Convertible Preferred Stock - N

Convertible Preferred Stock - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended
	Jan. 19, 2023	Oct. 27, 2022	Mar. 31, 2023	Jun. 30, 2022	Sep. 30, 2023	Dec. 31, 2022	Feb. 09, 2022
Temporary Equity [Line Items]
Issuance of convertible preferred stock, net of transaction costs (in shares)			100,000
Convertible preferred stock, par value (in Dollars per share)		$ 0.00001			$ 0.00001	$ 0.00001	$ 0.00001
Consideration received on transaction				$ 226
Incremental expenses	$ 1,100
Convertible preferred stock, shares authorized (in shares)					5,000,000	5,000,000
Convertible preferred stock, liquidation preference					$ 103,000
Conversion price (in Dollars per share)		$ 25.85
Optional redemption, advanced notification period		30 days
Optional redemption, period to repurchase		2 years
Optional redemption, net income requirement period		5 years
Optional redemption, related party redemption period		7 years
Preferred stock, put right, conversion		110%
Preferred stock, fundamental change, voting power		50%
Preferred stock, fundamental change, agreements exceeding		10%
Convertible Preferred Stock, Series A | Purchase Agreement
Temporary Equity [Line Items]
Preferred stock, paid-in-kind, dividend rate	4.25%
Preferred stock, dividend rate	3.25%
Convertible Preferred Stock, Series A | Purchase Agreement | Related Party
Temporary Equity [Line Items]
Issuance of convertible preferred stock, net of transaction costs (in shares)		100,000
Consideration received on transaction		$ 100,000

Stockholders_ Equity (Deficit)

Stockholders’ Equity (Deficit) (Details) $ / shares in Units, $ in Millions			3 Months Ended		9 Months Ended
	Aug. 09, 2022 shares	Nov. 24, 2021 USD ($) salesPrice salesPriceDay shares	Sep. 30, 2023 USD ($) vote $ / shares shares	Sep. 30, 2022 shares	Sep. 30, 2023 USD ($) vote $ / shares shares	Sep. 30, 2022 shares	Dec. 31, 2022 $ / shares shares
Stockholders’ Equity (Deficit) (Details) [Line Items]
Common stock vote per share | vote			1		1
Common stock, shares authorized (in shares)			35,000,000		35,000,000
Common stock, par value (in Dollars per share) | $ / shares			$ 0.00001		$ 0.00001		$ 0.00001
Common stock, outstanding (in shares)			15,846,935		15,846,935		15,674,781
Common stock, shares issued (in shares)			15,846,935		15,846,935		15,674,781
Number of lowest closing common stock sales price | salesPrice		3
Average sales price, consecutive days | salesPriceDay		10
Commitment fee obligation period	180 days
Purchase Agreement
Stockholders’ Equity (Deficit) (Details) [Line Items]
Purchase agreement | $		$ 100	$ 1.7		$ 1.7
Transaction period		36 months
Shares issued in transaction (in shares)				112,132	114,251	114,251
Class A Stock | Purchase Agreement
Stockholders’ Equity (Deficit) (Details) [Line Items]
Shares issued in transaction (in shares)	15,000	5,000	0		0
Class F Stock
Stockholders’ Equity (Deficit) (Details) [Line Items]
Vesting interest period					4 years

Stock-Based Compensation - Narr

Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended		20 Months Ended
	Sep. 30, 2023 USD ($) shares	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) tradingDay tranche $ / shares shares	Sep. 30, 2022 USD ($) shares	Sep. 30, 2023 USD ($) shares	Feb. 10, 2022 shares	Jul. 05, 2016 shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options, exercised, intrinsic value			$ 100
Capitalized share-based compensation	$ 42	$ 42	$ 100	$ 100
Weighted-average grant-date fair value (in Dollars per share) | $ / shares			$ 2.03
Share-Based Goods and Nonemployee Services Transaction, Modification of Terms, Incremental Compensation Cost				$ 300
2016 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock reserved for future issuance (in shares) | shares							4,800,000
2022 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock reserved for future issuance (in shares) | shares	1,007,264		1,007,264		1,007,264	1,512,314
Purchase price percent of common stock					2%
Restricted Stock Units (RSUs)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized stock based compensation	$ 9,300		$ 9,300		$ 9,300
Compensation expense recognition period			2 years 3 months 18 days
Intrinsic value	2,800		$ 2,800		2,800
Granted (in shares) | shares			489,762
Restricted Stock Units (RSUs) | 2022 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Conversion of RSUs to common stock (in shares) | shares			1
Restricted Stock Units (RSUs) | Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period			1 year
Restricted Stock Units (RSUs) | Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period			4 years
Performance Shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense recognition period			1 year 4 months 24 days
Granted (in shares) | shares			0	12,300
Number of tranches | tranche			2
Fair value			$ 100
Weighted average grant date fair value (in Dollars per share) | $ / shares			$ 9.77
Performance Shares | 2022 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Conversion of RSUs to common stock (in shares) | shares			1
Performance Shares | Share-Based Payment Arrangement, Tranche One
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares) | shares				6,600
Threshold trading days | tradingDay			20
Consecutive trading days | tradingDay			30
Intrinsic value (in Dollars per share) | $ / shares			$ 150
Market capitalization	2,100,000		$ 2,100,000		2,100,000
Service period			21 months
Performance Shares | Share-Based Payment Arrangement, Tranche Two
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares) | shares				5,700
Threshold trading days | tradingDay			20
Consecutive trading days | tradingDay			30
Intrinsic value (in Dollars per share) | $ / shares			$ 175
Market capitalization	2,500,000		$ 2,500,000		2,500,000
Service period			22 months
Stock options to purchase common stock and RSUs
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized stock based compensation	$ 5,000		$ 5,000		$ 5,000
Compensation expense recognition period			1 year 4 months 24 days

Stock-Based Compensation - Sche

Stock-Based Compensation - Schedule of employee and nonemployee stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended
	Mar. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Shares
Beginning balance (in shares)	1,426,132	1,426,132
Granted (in shares)		8,500
Exercised (in shares)		(21,992)
Expired/Forfeited (in shares)		(71,827)
Ending balance (in shares)		1,340,813
Shares, Exercisable (in shares)		1,119,579
Shares, Vested and expected to vest (in shares)		1,340,813
Weighted Average Exercise Price
Beginning balance (in Dollars per share)	$ 21.45	$ 21.45
Granted (in Dollars per share)		4.45
Exercised (in Dollars per share)		1
Expired/Forfeited (in Dollars per share)		36.86
Ending balance (in Dollars per share)		20.85
Weighted Average Exercise Price, Exercisable (in Dollars per share)		16.88
Vested and expected to vest (in Dollars per share)		$ 20.85
Weighted Average Remaining Contract Term (in years)
Outstanding	6 years 6 months	5 years 9 months 18 days
Exercisable		5 years 4 months 24 days
Vested and expected to vest		5 years 9 months 18 days
Aggregate Intrinsic Value (in thousands)
Outstanding		$ 1,028	$ 6,486
Exercisable		1,028
Vested and expected to vest		$ 1,028

Stock-Based Compensation - Sc_2

Stock-Based Compensation - Schedule of Restricted Stock (Details) - $ / shares	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Weighted Grant Date Fair Value
Released (in Dollars per share)	$ 25.74
Restricted Stock Units (RSUs)
Shares
Outstanding, beginning balance (in shares)	470,868
Granted (in shares)	489,762
Released (in shares)	(167,211)
Forfeited (in shares)	(63,471)
Outstanding, ending balance (in shares)	729,948
Weighted Grant Date Fair Value
Outstanding (in Dollars per share)	$ 16.05	$ 25.66
Granted (in Dollars per share)	10.19
Forfeited (in Dollars per share)	$ 16.58

Stock-Based Compensation (Detai

Stock-Based Compensation (Details) - Schedule of stock based compensation expense related to options granted to employees and non employees - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 2,335	$ 2,368	$ 6,989	$ 5,954
Cost of revenue
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	45	42	149	145
Research and development expense
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	1,148	1,269	3,518	3,250
Selling, general and administrative expense
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 1,142	$ 1,057	$ 3,322	$ 2,559

Earnout Liability - Narrative (

Earnout Liability - Narrative (Details) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended		11 Months Ended	20 Months Ended
	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) tradingDay $ / shares shares	Sep. 30, 2022 USD ($)	Dec. 30, 2022	Sep. 30, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($)
Earnout Liability (Details) [Line Items]
Period of contingency		3 years
Expected dividend yield		0%		0%	0%
Earnout liability | $		$ 93			$ 93	$ 920
Gain (loss) on earnout liability | $	$ (1,400)	$ 800	$ 70,900
Class A Stock | Share Price Two
Earnout Liability (Details) [Line Items]
Trading days threshold		20
Consecutive trading days threshold		30
Number of shares (in shares) | shares		600,000			600,000
Period of contingency		3 years
Class A Stock | Business Combination | Share Price One
Earnout Liability (Details) [Line Items]
Exceeds price per share (in Dollars per share) | $ / shares		$ 150			$ 150
Trading days threshold		20
Consecutive trading days threshold		30
Number of shares (in shares) | shares		700,000			700,000
Period of contingency		3 years
Class A Stock | Business Combination | Share Price Two
Earnout Liability (Details) [Line Items]
Exceeds price per share (in Dollars per share) | $ / shares		$ 175			$ 175

Earnout Liability - Schedule of

Earnout Liability - Schedule of assumptions used in estimating the fair value of the earnout liability (Details) - $ / shares	9 Months Ended	11 Months Ended	20 Months Ended
	Sep. 30, 2023	Dec. 30, 2022	Sep. 30, 2023	Dec. 31, 2022
Disclosure Of Earnout Liability [Abstract]
Current stock price (in Dollars per share)	$ 3.80		$ 3.80	$ 12.70
Expected volatility		79%	117%
Risk-free interest rate		4.42%	5.32%
Expected term (in years)		2 years 1 month 6 days	1 year 4 months 24 days
Expected dividend yield	0%	0%	0%

Warrants (Details)

Warrants (Details) $ / shares in Units, $ in Thousands		3 Months Ended	9 Months Ended
	Jan. 04, 2022 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) tradingDay $ / shares shares	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)	Aug. 31, 2019 USD ($) shares
Warrants (Details) [Line Items]
Warrants exercise price (in Dollars per share) | $ / shares	$ 16.89	$ 0.01	$ 0.01
Warrants, redemption notice			30 days
Warrants, trading days threshold | tradingDay			20
Warrants, consecutive trading days threshold | tradingDay			30
Warrant, non-transferable or assignable period			30 days
Warrant liability		$ 100	$ 100
Gain on change in fair value of warrant liability			(299)	$ (2,549)
Warrants (in shares) | shares						60,000
Aggregate warrants to purchase of shares (in shares) | shares	96,998
Warrant liability	$ 1,300	$ 141	141		$ 440
Gain on exercise of warrants			$ 700
Line of Credit | 2019 Loan Agreement | Secured Debt
Warrants (Details) [Line Items]
Debt instrument, face amount						$ 5,000
IPO
Warrants (Details) [Line Items]
Sale of public warrants (in shares) | shares		8,625,000	8,625,000
Warrants , term		5 years	5 years
Class A Stock
Warrants (Details) [Line Items]
Price per share (in Dollars per share) | $ / shares		$ 180	$ 180
Class A Stock | IPO
Warrants (Details) [Line Items]
Number of shares per warrant (in shares) | shares		10	10
Price per share (in Dollars per share) | $ / shares		$ 115	$ 115
Business Combination
Warrants (Details) [Line Items]
Fair value of private placement		$ 2,600	$ 2,600
Sponsor | Purchase Agreement
Warrants (Details) [Line Items]
Private placement warrants (in shares) | shares		5,175,000

Leases - Narrative (Details)

Leases - Narrative (Details)	Sep. 30, 2023
Leases [Abstract]
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, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Leases [Abstract]
Operating lease cost	$ 803	$ 388	$ 2,271	$ 1,129
Variable lease cost	202	210	610	631
Total operating lease cost	$ 1,005	$ 598	$ 2,881	$ 1,760

Leases (Details) - Schedule o_2

Leases (Details) - Schedule of supplemental cash flow information - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Cash paid for operating leases included in operating activities	$ 1,774	$ 1,358
Right of use assets obtained in exchange for lease obligations:
Operating leases	$ 11,190	$ 1,827

Leases (Details) - Schedule o_3

Leases (Details) - Schedule of supplemental balance sheet information related to leases - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Operating lease right-of-use assets:
Operating lease right-of-use assets, current	$ 0	$ 121
Operating lease right-of-use assets, non-current	10,457	324
Total operating lease right-of-use assets	10,457	445
Operating lease liabilities:
Operating lease liabilities, current	1,784	211
Operating lease liabilities, non-current	9,217	281
Total operating lease liabilities	$ 11,001	$ 492

Leases (Details) - Schedule o_4

Leases (Details) - Schedule of weighted average remaining term and discount rates	Sep. 30, 2023	Dec. 31, 2022
Leases [Abstract]
Weighted average remaining lease term	4 years 6 months 3 days	3 years 21 days
Weighted average discount rate	14.48%	13.78%

Leases (Details) - Schedule o_5

Leases (Details) - Schedule of maturities of lease liabilities $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Leases [Abstract]
2022	$ 790
Lessee, Operating Lease, Liability, to be Paid, Year One	3,250
Lessee, Operating Lease, Liability, to be Paid, Year Two	3,328
Lessee, Operating Lease, Liability, to be Paid, Year Three	3,324
Thereafter	4,215
Total undiscounted lease payments	14,907
Present value adjustment for minimum lease commitments	(3,905)
Net lease liabilities	$ 11,002

Related Party Transactions (Det

Related Party Transactions (Details) $ in Thousands, ¥ in Millions			3 Months Ended				9 Months Ended
	Jan. 19, 2023 designee	Oct. 27, 2022 USD ($) shares	Sep. 30, 2023 USD ($)	Mar. 31, 2023 shares	Sep. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)	Oct. 27, 2022 JPY (¥)
Related Party Transaction [Line Items]
Issuance of convertible preferred stock, net of transaction costs (in shares) | shares				100,000
Consideration received on transaction						$ 226
Purchases from related party			$ 2,100		$ 300		$ 4,200	$ 2,100
Related Party
Related Party Transaction [Line Items]
Accounts receivable, net of allowance			$ 800				$ 800		$ 1,000
Related Party | Secured Debt | Secured Debt
Related Party Transaction [Line Items]
Debt instrument, face amount		$ 39,400								¥ 5,800
Related Party | Assignment To Board Of Directors
Related Party Transaction [Line Items]
Number of designees on company's board | designee	2
Convertible Preferred Stock | Purchase Agreement | Related Party
Related Party Transaction [Line Items]
Issuance of convertible preferred stock, net of transaction costs (in shares) | shares		100,000
Consideration received on transaction		$ 100,000

Basic and Diluted Net Income _3

Basic and Diluted Net Income (Loss) Per Share - Schedule of denominators of basic and diluted net income (loss) per share (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Earnings Per Share [Abstract]
Weighted-average common shares, basic (in shares)	15,834,152	15,568,941	15,750,586	14,274,416
Stock options to purchase common stock and RSUs (in shares)	0	0	0	930,427
Weighted-average common shares outstanding - Diluted (in shares)	15,834,152	15,568,941	15,750,586	15,204,843
Weighted average unvested shares (in shares)				782

Basic and Diluted Net Income _4

Basic and Diluted Net Income (Loss) Per Share - Schedule of diluted net income (loss) per share (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of EPS (in shares)	5,656,287	1,034,469	5,834,952	500,219
Stock options to purchase common stock and RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of EPS (in shares)	1,672,055	1,034,469	1,850,720	500,219
Preferred Stock on an as-converted basis
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of EPS (in shares)	3,984,232	0	3,984,232	0

Basic and Diluted Net Income _5

Basic and Diluted Net Income (Loss) Per Share - Narrative (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of EPS (in shares)	5,656,287	1,034,469	5,834,952	500,219
Earnout Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of EPS (in shares)			1,300,000
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of EPS (in shares)			13,800,000	13,800,000
Warrants exercisable	1,380,000		1,380,000

Segments (Details)

Segments (Details) - segment	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023
Segments (Details) [Line Items]
Number of operating segments		1
United States
Segments (Details) [Line Items]
Long lived assets	79%