Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 08, 2024 | Jun. 30, 2023 | |
Entity Listings [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 40.8 | ||
Entity Common Stock, Shares Outstanding | 15,920,917 | ||
Entity Central Index Key | 0001498233 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
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 $11.50 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 $115.00 per share, subject to adjustment | ||
Trading Symbol | CPTNW | ||
Security Exchange Name | NASDAQ |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor Information [Abstract] | |
Auditor Name | KPMG LLP |
Auditor Location | Santa Clara, California |
Auditor Firm ID | 185 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 50,406 | $ 31,953 |
Short-term investments | 5,969 | 3,703 |
Accounts receivable, net of allowance for credit losses of $0 and $0, respectively | 3,625 | 1,301 |
Inventories | 2,396 | 2,985 |
Prepaid expenses and other current assets | 1,253 | 6,272 |
Total current assets | 63,649 | 46,214 |
Property and equipment, net | 1,450 | 982 |
Restricted cash | 1,283 | 2,565 |
Other assets | 10,067 | 555 |
Total assets | 76,449 | 50,316 |
Current liabilities: | ||
Accounts payable | 1,128 | 1,979 |
Operating lease liabilities, current | 1,875 | 211 |
Accrued expenses and other current liabilities | 4,066 | 2,265 |
Short-term debt | 0 | 42,587 |
Total current liabilities | 7,069 | 47,042 |
Warrant liability | 43 | 440 |
Earnout liability | 93 | 920 |
Operating lease liabilities, non-current | 8,720 | 281 |
Total liabilities | 15,925 | 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 December 31, 2023 and 2022; 100,000 shares issued and outstanding at December 31, 2023 (aggregate liquidation preference of $104.1 million at December 31, 2023; no shares issued and outstanding at December 31, 2022; | 98,891 | 0 |
Stockholders’ equity (deficit): | ||
Common stock – Par value $0.00001 per share – 35,000,000 shares authorized at December 31, 2023 and 2022; 15,861,494 and 15,674,781 shares issued and outstanding at December 31, 2023 and 2022, respectively | 0 | 0 |
Additional paid-in capital | 96,583 | 88,058 |
Accumulated other comprehensive income | (345) | (366) |
Accumulated deficit | (134,605) | (86,059) |
Total stockholders’ equity (deficit) | (38,367) | 1,633 |
Total liabilities, convertible preferred stock and stockholders’ equity (deficit) | $ 76,449 | $ 50,316 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 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 | |
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 | $ 104,100 | |
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) | 15,861,494 | 15,674,781 |
Common stock, outstanding (in shares) | 15,861,494 | 15,674,781 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Total revenue | $ 13,056 | $ 7,426 |
Cost of Revenues | 9,506 | 7,232 |
Gross profit | 3,550 | 194 |
Operating expenses: | ||
Research and development | 29,879 | 33,013 |
Selling, general and administrative | 24,374 | 28,629 |
Total operating expenses | 54,253 | 61,642 |
Operating loss | (50,703) | (61,448) |
Other income (expense): | ||
Gain on change in fair value of earnout liability | 827 | 74,078 |
Gain on change in fair value of warrant liability | 397 | 2,875 |
Foreign currency transaction loss, net | (757) | (2,168) |
Loss on extinguishment of debt | (1,123) | (958) |
Other income (expense), net | 37 | (472) |
Interest (expense) income, net | 2,792 | (2,511) |
(Loss) income before income taxes | (48,530) | 9,396 |
Provision for income taxes | (16) | (16) |
Net (loss) income | $ (48,546) | $ 9,380 |
Net income (loss) per share, basic (in Dollars per share) | $ (3.08) | $ 0.64 |
Net income (loss) per share, diluted (in Dollars per share) | $ (3.08) | $ 0.60 |
Weighted-average common shares, basic (in shares) | 15,776,387 | 14,691,793 |
Weighted-average common shares, diluted (in Shares) | 15,776,387 | 15,572,845 |
Net (loss) income | $ (48,546) | $ 9,380 |
Other comprehensive income (loss), net of tax: | ||
Changes in unrealized gain (loss) on available-for-sale securities | 2 | (6) |
Foreign currency translation adjustments | 19 | (317) |
Total other comprehensive loss, net of tax | 21 | (323) |
Comprehensive (loss) income | (48,525) | 9,057 |
Lidar sensor and prototype revenue | ||
Revenue | 10,270 | 5,616 |
Cost of Revenues | 8,939 | 6,383 |
Development revenue | ||
Revenue | 2,786 | 1,810 |
Cost of Revenues | $ 567 | $ 849 |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | Trinity Warrants | Additional Paid-in Capital | Additional Paid-in Capital Trinity Warrants | Accumulated Other Comprehensive Loss | Accumulated Deficit | Common Stock Common Stock | Common Stock Common Stock Trinity Warrants | Common Stock Common Stock SVB Warrants | Class F Stock Common Stock |
Beginning balance (in shares) at Dec. 31, 2021 | 5,307,857 | |||||||||
Beginning balance at Dec. 31, 2021 | $ 99,470 | |||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
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 Dec. 31, 2022 | 0 | |||||||||
Ending balance at Dec. 31, 2022 | $ 0 | |||||||||
Balance (in shares) at Dec. 31, 2021 | 6,764,531 | 2,050,534 | ||||||||
Balance at Dec. 31, 2021 | (87,531) | $ 7,951 | $ (43) | $ (95,439) | $ 0 | $ 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Conversion of convertible preferred stock to common stock (in shares) | 5,307,857 | |||||||||
Conversion of convertible preferred stock to common stock | 99,470 | 99,470 | $ 0 | |||||||
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 | (33,142) | (33,142) | $ 0 | |||||||
Exercise of stock options and release of RSUs (in shares) | 199,563 | |||||||||
Exercise of stock options and release of RSUs | 1,110 | 1,110 | ||||||||
Issuance of common stock to LPC (in shares) | 129,250 | |||||||||
Issuance of common stock to LPC | 1,880 | 1,880 | ||||||||
Exercise of warrants (in shares) | 23,757 | 14,695 | ||||||||
Exercise of warrants | $ 547 | $ 547 | ||||||||
Stock-based compensation expense | 8,258 | 8,258 | ||||||||
Unrealized gain/loss on available-for-sale securities, net of tax | (6) | (6) | ||||||||
Capital contribution from Secured Term Loan Agreement | 1,984 | 1,984 | ||||||||
Cumulative translation adjustment | (317) | (317) | ||||||||
Net income (loss) | 9,380 | 9,380 | ||||||||
Balance (in shares) at Dec. 31, 2022 | 15,674,781 | 0 | ||||||||
Balance at Dec. 31, 2022 | $ 1,633 | 88,058 | (366) | (86,059) | $ 0 | $ 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 Dec. 31, 2023 | 100,000 | |||||||||
Ending balance at Dec. 31, 2023 | $ 98,891 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Exercise of stock options and release of RSUs (in shares) | 203,762 | |||||||||
Exercise of stock options and release of RSUs | 31 | 31 | ||||||||
Stock-based compensation expense | 8,557 | 8,557 | ||||||||
Unrealized gain/loss on available-for-sale securities, net of tax | 2 | 2 | ||||||||
Vesting of early exercised options (in shares) | (17,049) | |||||||||
Payments of employee taxes related to vested restricted stock units | (63) | (63) | ||||||||
Cumulative translation adjustment | 19 | 19 | ||||||||
Net income (loss) | (48,546) | (48,546) | ||||||||
Balance (in shares) at Dec. 31, 2023 | 15,861,494 | 0 | ||||||||
Balance at Dec. 31, 2023 | $ (38,367) | $ 96,583 | $ (345) | $ (134,605) | $ 0 | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (loss) income | $ (48,546,000) | $ 9,380,000 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Depreciation and amortization | 496,000 | 344,000 |
Stock-based compensation | 8,572,000 | 8,243,000 |
Amortization of right-of-use asset | 1,596,000 | 1,360,000 |
Amortization, other | 347,000 | 1,721,000 |
Accretion from short-term investments | (1,157,000) | (80,000) |
Gain on change in fair value of earnout liability | (827,000) | (74,078,000) |
Gain on change in fair value of warrant liability | (397,000) | (2,875,000) |
Impairment loss | 387,000 | 0 |
Loss from extinguishment of debt | 1,123,000 | 958,000 |
Foreign currency transaction loss, net | 757,000 | 2,168,000 |
Other | 0 | 181,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (2,324,000) | (801,000) |
Inventories | 575,000 | (448,000) |
Prepaid expenses and other current assets | 4,032,000 | (1,920,000) |
Other long-term assets | 202,000 | (296,000) |
Accounts payable | (1,073,000) | (653,000) |
Accrued expenses and other current liabilities | 1,800,000 | 99,000 |
Operating lease liabilities | (1,086,000) | (1,611,000) |
Other long-term liabilities | 0 | 311,000 |
Net cash used in operating activities | (35,523,000) | (57,997,000) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (1,292,000) | (760,000) |
Proceeds from sale of property and equipment | 36,000 | 0 |
Purchases of short-term investments | (37,806,000) | (32,368,000) |
Proceeds from sales of short-term investments | 0 | 8,303,000 |
Proceeds from maturities of short-term investments | 36,700,000 | 23,274,000 |
Net cash used in investing activities | (2,362,000) | (1,551,000) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from Business Combination and private offering | 0 | 76,107,000 |
Payments of Business Combination and private offering transaction costs | 0 | (29,031,000) |
Proceeds from issuance of Trinity debt and warrants, net of debt discount | 0 | 9,724,000 |
Repayment of Trinity debt | 0 | (10,400,000) |
Repayment of secured term loan with Koito | (45,220,000) | 0 |
Proceeds from issuance of secured term loan with Koito | 0 | 39,442,000 |
Proceeds from issuance of common stock options | 31,000 | 1,008,000 |
Payment of employee taxes related to vested restricted stock units | (63,000) | 0 |
Proceeds from convertible preferred stock, net of issuance costs | 99,884,000 | 0 |
Proceeds from issuance of common stock | 0 | 1,700,000 |
Net cash provided by financing activities | 54,632,000 | 88,550,000 |
Effect of exchange rate changes on cash | 424,000 | 1,862,000 |
Net increase in cash, cash equivalents and restricted cash | 17,171,000 | 30,864,000 |
Cash, cash equivalents and restricted cash, beginning of period | 34,518,000 | 3,654,000 |
Cash, cash equivalents and restricted cash, end of period | 51,689,000 | 34,518,000 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for interest | 63,000 | 983,000 |
Cash paid for income taxes | 0 | 24,000 |
Transaction costs, accrued but not paid | 0 | 307,000 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION | ||
Purchases of property and equipment in accounts payable | 0 | 85,000 |
Vesting of early exercised stock options | 0 | 101,000 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 11,190,000 | $ 1,827,000 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 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 (“IPO”), following which its shares began trading on the Nasdaq National Market (“Nasdaq”). On August 4, 2021, GCAC entered into a Business Combination Agreement (as amended, the “Merger Agreement”) with Cepton Technologies, Inc. (“Legacy Cepton”) and GCAC Merger Sub Inc. (“Merger Sub”), a wholly owned subsidiary of GCAC. On February 10, 2022 (the “Closing Date”), the transactions contemplated by the Merger Agreement were consummated (the “Business Combination”). In connection with the closing of the Business Combination, GCAC changed its name to Cepton, Inc. and its shares and public warrants began trading on the Nasdaq under the symbols “CPTN” and “CPTNW”, respectively. As a result of the Business Combination, Cepton, Inc. became the owner, directly or indirectly, of all of the equity interests of Legacy Cepton and its subsidiaries. The Company provides state-of-the-art, intelligent, lidar-based solutions for a range of markets such as automotive, smart cities, smart spaces, and smart industrial applications. The Company’s patented lidar technology enables reliable, scalable, and cost-effective solutions that deliver long-range, high resolution 3D perception for smart applications. The Company is headquartered in San Jose, California, USA. Basis of Presentation and Principles of Consolidation The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of the Company’s wholly owned subsidiaries in Canada, Germany, Japan, China and the United Kingdom. All intercompany balances and transactions have been eliminated in consolidation. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of December 31, 2023, the Company had cash and cash equivalents of $50.4 million, short-term investment of $6.0 million, and an accumulated deficit of $134.6 million. For the year ended December 31, 2023, the Company incurred an operating loss of $50.7 million and had negative cash flows from operating activities of $35.5 million. 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 (including the Preferred Stock), convertible promissory notes, the net proceeds it received through the Business Combination, the PIPE Investment 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 (the “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, and corporate debt 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 December 31, 2023 and December 31, 2022, three 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: Year Ended December 31, 2023 2022 Customer A 52 % 43 % Customer B 29 % N/A Customer C N/A 20 % Customer D N/A 12 % Supplier Concentrations For the year ended December 31, 2023, three supplier vendors accounted for approximately 62% of total accounts payable. For the year ended December 31, 2022, there was one supplier vendor that accounted for a significant portion of accounts payable. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include, but are not limited to, 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, plant 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 consolidated financial condition and results of operations. Reclassifications Certain reclassifications have been made to prior period amounts to conform to current year reporting classifications. Cash Equivalents and Short-Term Investments The Company considers all highly liquid investments with original maturity of three months or less at the date of purchase to be cash equivalents. The Company’s short-term investments consist of investments and marketable securities that are classified as available-for-sale securities and are carried at fair value, with net unrealized gains or losses, net of tax, reported as a separate component of accumulated other comprehensive loss within stockholders’ deficit. Restricted Cash Restricted cash of $1.3 million as of December 31, 2023 consists of funds that are contractually restricted as to usage or withdrawal due to a contractual agreement. This restricted cash balance represents a letter of credit with Citibank, N.A. as a security deposit on its headquarters in San Jose, California, pursuant to an office lease agreement that commenced on February 1, 2023 and continues through April 30, 2028. See Note 17 for further information. The Company’s restricted cash is classified as non-current based on the expected duration of the restriction. The total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows consisted of the following as of December 31, 2023 and 2022 (in thousands) : December 31, 2023 2022 Cash and cash equivalents $ 50,406 $ 31,953 Restricted cash 1,283 2,565 Total cash, cash equivalents and restricted cash $ 51,689 $ 34,518 Accounts Receivable Trade accounts receivable are recorded at the invoiced amount, net of any allowance for credit losses, and do not bear interest. The Company evaluates the collectability of accounts receivable balances and has determined the allowance for credit losses based on a combination of factors, which include the nature of the relationship and the prior collection experience the Company has with the account and an evaluation for current and projected economic conditions as of the financial statement reporting date. As of December 31, 2023 and 2022, there were no allowances for credit losses. Inventories Inventories are stated at the lower of cost or estimated net realizable value. Costs are computed under the standard cost method, which approximates actual costs determined on the first-in, first-out basis. The Company records write-downs of inventories which are obsolete based on product life cycle stage, product development plans, and assumptions about future demand and market conditions. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. The Company depreciates property and equipment using the straight-line method over the estimated useful lives of the assets, generally three Foreign Currency The functional currency of the Company’s foreign subsidiaries in Canada, Germany, China, and Japan is the respective local currency whereas the functional currency of the foreign subsidiary in the United Kingdom is the U.S. dollar. For the Canada, Germany, China and Japan entities, assets and liabilities are translated into U.S. dollars at the local current exchange rates in effect at the balance sheet date, and income and expense accounts are translated at the average exchange rates during the period. The resulting translation adjustments are included in accumulated other comprehensive income. Foreign currency translation loss was immaterial for the years ended December 31, 2023 and 2022. As of December 31, 2022, a portion of the Company’s cash and cash equivalents was denominated in Japanese Yen. In addition, proceeds from the b orrowings under the Secured Term Loan Agreement (as defined below) were also denominated in Japanese Yen. Monetary assets and liabilities are measuring into U.S. dollars at the local current exchange rates in effect at the balance sheet date . For the year ended December 31, 2022, a net $2.2 million foreign currency transaction loss was recorded in the Company’s consolidated statements of operation. For the year ended December 31, 2023, a net $0.8 million foreign currency transaction loss was recorded in the Company’s consolidated statements of operations and comprehensive income (loss) resulting from the repayment of the Secured Term Loan with Koito. Convertible Preferred Stock The Company records all shares of convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs, if applicable. The convertible preferred stock is recorded outside of permanent stockholders’ equity (deficit) because while it is not mandatorily redeemable, it is contingently redeemable into cash upon the occurrence of an event not solely within the Company’s control. When it is probable that a convertible preferred share will become redeemable, adjustments are recorded to adjust the carrying values. No adjustments were recorded for the years ended December 31, 2023 and December 31, 2022. Refer to Note 10 for more information on the rights, preferences, privileges, and restrictions associated with the convertible preferred stock. Revenue Recognition The Company recognizes revenue from contracts with its customers. A contract with a customer exists when both parties have approved the contract and are committed to perform their respective obligations, each party’s rights can be identified, payment terms can be identified, the contract has commercial substance, and it is probable that the Company will collect substantially all of the consideration it is entitled to. Revenue is recognized when, or as, performance obligations are satisfied by transferring control of a promised product or service to a customer. The Company’s revenue is derived from product sales of lidar sensors to direct customers as well as from customization of our proprietary lidar capabilities for customers’ applications, referred to herein as development revenue. Revenue is recognized at a point in time when control of the products is transferred to the customer, generally occurring upon shipment in accordance with the terms of the related contract. Amounts billed to customers for shipping and handling are included in the transaction price and are not treated as separate performance obligations as these costs fulfill a promise to transfer the product to the customer. Shipping and handling costs paid by the Company are included in cost of revenue. Taxes collected from customers and remitted to governmental authorities are excluded from revenue on the net basis of accounting. When a contract involves multiple promises, the Company accounts for individual performance obligations if the customer can benefit from each promise on its own or with other resources that are readily available to the customer and each promise is separately identifiable from other promises in the arrangement. In these situations, the arrangement consideration is allocated between the separate performance obligations in proportion to their estimated standalone selling price. The standalone selling price reflects the price the Company would charge for a specific product if it were sold separately in similar circumstances and to similar customers. If the selling price is not directly observable, the Company may estimate the stand-alone selling price through maximizing the use of observable inputs such as historical discounting, project cost estimates, and targeted margins. Costs to obtain a contract The Company generally expenses the incremental costs of obtaining a contract when incurred because the amortization period for these costs would be less than one year. These costs primarily relate to sales commissions and are recognized upon receiving customer payment, at the time of the customer order, or at the time of product shipment. Commission expense were immaterial for the years ended December 31, 2023 and 2022, which was recorded in selling, general and administrative expense in the Company’s consolidated statements of operations. Contract balances The timing of revenue recognition, billings, and cash collections generally results in accounts receivable recognized on the balance sheet. However, the Company may recognize contract liabilities when consideration is received from a customer prior to transferring goods or services to the customer. Contract liabilities are recognized as revenue after control of the products or services is transferred to the customer and all revenue recognition criteria have been met. Customer deposits The Company may recognize customer deposit liabilities when consideration is received from a customer prior to entering into a contract. Customer deposit liabilities are recognized as revenue when a contract with enforceable rights and obligations exists and all revenue recognition criteria have been met. Right of return The Company’s general terms and conditions for its contracts do not contain a right of return that allows the customer to return products and receive a credit. Therefore, the Company does not estimate returns and generally recognizes revenue upon shipment. Significant financing components The Company may receive payment from a customer either before or after the performance obligation has been satisfied. The expected timing difference between the payment and satisfaction of performance obligations for the vast majority of the Company’s contracts is one year or less; therefore, the Company applies a practical expedient and does not consider the effects of the time value of money. The Company’s contracts with customer prepayment terms do not include a significant financing component because the primary purpose is not to receive financing from the customers. Cost of Revenue Cost of revenue is comprised of lidar sensor and prototype cost of revenue and development cost of revenue. Lidar sensor and prototype cost of revenue includes the manufacturing cost of lidar sensors, which primarily consists of personnel-related costs directly associated with the Company’s manufacturing organization, and amounts paid to its third-party contract manufacturers and vendors. The Company’s cost of revenue also includes depreciation and amortization, cost of component inventory, product testing costs, costs of providing services, an allocated portion of overhead, facility and IT costs, warranty costs, excess and obsolete inventory and shipping costs. Development cost of revenue includes similar costs and specifically relates to development contracts and arrangements focused on specific development and customization of lidar capabilities. 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 December 31, 2023, there were immaterial changes to the accrued warranty liability which was recorded in accrued expenses and other current liabilities on the consolidated balance sheet. Research and Development Research and development expenses consist primarily of personnel-related costs directly associated with the Company’s research and development organization, with the remainder being prototype expenses, third-party engineering and contractor costs, an allocated portion of facility and IT costs and depreciation. The Company’s research and development efforts are focused on enhancing and developing additional functionality for its existing products and on new product development, including new releases and upgrades to its lidar sensors and embedded software. Research and development costs are expensed as incurred. Advertising Advertising costs are expensed as incurred and were $0.2 million and $0.4 million for the years ended December 31, 2023 and 2022, respectively, which was recorded in selling, general and administrative expense in the Company’s consolidated statements of operations. Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are recorded based on the estimated future tax effects of differences between the financial statement and income tax basis of existing assets and liabilities. Deferred income tax assets and liabilities are recorded net and classified as non-current on the consolidated balance sheet. A valuation allowance is provided against the Company’s deferred income tax assets when their realization is not reasonably assured. The Company accrues for uncertain tax positions identified, which are not deemed more likely than not to be sustained if challenged, and recognizes interest and penalties accrued on unrecognized tax benefits as a component of income tax expense. Stock-Based Compensation Expense The Company grants stock options, restricted stock units (RSUs), and performance-based stock units (PSUs) to employees and non-employees. Stock-based compensation is recognized on a straight line basis over the requisite service period, which is generally the vesting period of the award except as otherwise disclosed. The Company uses the Black-Scholes option pricing model to determine the fair value of its stock option awards. The determination of the fair value for stock options in connection with determining stock compensation requires judgment, including estimating the fair market value of common stock (prior to Business Combination), stock-price volatility, expected term, expected dividends, and risk-free interest rates. Prior to the Business Combination with the absence of a public trading market, the Company considered numerous objective and subjective factors to determine the fair market value of common stock. These factors included but were not limited to (i) contemporaneous third-party valuations of common stock; (ii) the rights and preferences of preferred stock relative to common stock; (iii) the lack of marketability of common stock; (iv) developments in the business; and (v) the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company, given prevailing market conditions. After the Business Combination, the fair market value of common stock is readily available. The fair value of RSUs is equal to the fair market value of the Company’s common stock on the grant date. 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. Impairment of Long-Lived Assets Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require the testing of a long-lived asset or asset group for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined using various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. As a result of the cancellation of the GM series production award in December 2023, the Company recognized an impairment loss of $0.4 million associated with long-lived assets acquired specifically for production of ADAS lidar sensors. This loss is included within selling, general and administrative expense in the consolidated statement of operations and comprehensive income. No impairment loss was recognized for the year ended December 31, 2022. Fair Value Measurements The Company determines the fair value of an asset or liability based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction between market participants at the measurement date. The identification of market participant assumptions provides a basis for determining what inputs are to be used for pricing each asset or liability. A fair value hierarchy has been established which gives precedence to fair value measurements calculated using observable inputs over those using unobservable inputs. This hierarchy prioritized the inputs into three broad levels as follows: Level 1: Quoted prices in active markets for identical instruments Level 2: Other significant observable inputs (including quoted prices in active markets for similar instruments) Level 3: Significant unobservable inputs (including assumptions in determining the fair value of certain investments) Money market funds are highly liquid investments and are actively traded. The pricing information for the Company’s money market funds are readily available and can be independently validated as of the measurement date. This approach results in the classification of these securities as Level 1 of the fair value hierarchy. The Company’s short-term investments consisting of U.S. government agency securities and corporate debt securities are classified as Level 2 within the fair value hierarchy given their fair values are based on other significant observable inputs. As of December 31, 2023, the Company held $33.6 million in money market funds and $6.0 million in short-term investments. As of December 31, 2022, the Company held $10.4 million in money market funds and $3.7 million in short-term investments. Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount within a range of loss can be reasonably estimated. When no amount within the range is a better estimate than any other amount, the Company accrues for the minimum amount within the range. Legal costs incurred in connection with loss contingencies are expensed as incurred. As a result of the series production award cancellation, the Company received loss claims from contract manufacturers that include item costs for which the Company believes it is not liable. The Company believes a loss from these specific item costs is reasonably possible but not probable, and therefore no accrual has been made as of December 31, 2023. No material liabilities for loss contingencies were accrued as of December 31, 2022. Refer to Note 17 for more information. Recently Adopted 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 adopted this standard on January 1, 2024 and the adoption of the standard is not expected to have any material impact to its consolidated financial statements and related disclosures. In June 2016, the FASB issued 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. As the Company is an emerging growth company, the standard will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted this standard on January 1, 2023 using the modified retrospective method, and the adoption of the standard did not have any material impacts to its consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance will be effective for the annual periods beginning the year ended December 31, 2024, and for interim periods beginning January 1, 2025. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting this new pronouncement on its consolidated financial statements disclosures. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [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 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 during 2022. There were no transaction costs related to the Business Combination recorded during 2023. Transaction Proceeds Upon closing of the Business Combination and PIPE Investment, the Company received gross proceeds of $76.1 million, offset by total transaction costs of $40.7 million. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 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): Year Ended December 31, 2023 2022 Revenue % of Revenue Revenue % of Revenue Revenue by country of domicile: Japan $ 7,020 54 % $ 3,948 53 % United States 5,459 42 % 2,400 32 % China 386 3 % 880 12 % Other 191 1 % 198 3 % Total $ 13,056 100 % $ 7,426 100 % As of December 31, 2023 and 2022, the Company had $0.4 million and $0.5 million, respectively, of contract liabilities included in accrued expenses and other current liabilities and no contract assets. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement The following table summarize the Company’s assets measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands): December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 33,562 $ — $ — $ 33,562 Total cash equivalents $ 33,562 $ — $ — $ 33,562 Short-term investments: Commercial paper $ — $ 5,969 $ — $ 5,969 Total short-term investments — 5,969 — 5,969 Total assets measured at fair value $ 33,562 $ 5,969 $ — $ 39,531 Liabilities: Warrant liability $ — $ 43 $ — $ 43 Earnout liability — — 93 93 Total liabilities measured at fair value $ — $ 43 $ 93 $ 136 December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 10,437 $ — $ — $ 10,437 Total cash equivalents $ 10,437 $ — $ — $ 10,437 Short-term investments: Corporate debt securities $ — $ 3,703 $ — $ 3,703 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 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 consolidated balance sheets. For corporate debt securities, the fair value 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 year ended December 31, 2023 (in thousands): Year Ended December 31, 2023 Balance as of December 31, 2022 $ 920 Gain on change in fair value of earnout liability (827) Balance as of December 31, 2023 $ 93 The gain on change in the fair value of the earnout liability was shown in the consolidated statement of operations and comprehensive income (loss). |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Raw materials $ 1,182 $ 1,179 Work-in-process 876 1,141 Finished goods 338 665 Total inventories $ 2,396 $ 2,985 Inventories are carried and depicted above at the lower of cost or net realizable value. For the years ended December 31, 2023 and 2022, the Company had write-downs of $1.0 million and $0.4 million, respectively. |
Prepaid expenses and other curr
Prepaid expenses and other current assets | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid expenses and other current assets | Prepaid expense and other current assets Prepaid expense and other current assets consisted of the following as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Prepaid insurance $ 365 $ 2,533 Other prepaid expenses 737 1,376 Deferred transaction costs — 993 Payroll tax receivable — 865 Other current assets 151 505 Total prepaid expense and other current assets $ 1,253 $ 6,272 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, at cost, consists of the following as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Machinery and equipment $ 2,326 $ 1,445 Automobiles 45 101 Leasehold improvements 235 189 Computer and equipment 116 116 Total property and equipment 2,722 1,851 Less: accumulated depreciation and amortization (1,272) (869) Total property and equipment, net $ 1,450 $ 982 The aggregate depreciation and amortization related to property and equipment was $0.5 million and $0.3 million for the years ended December 31, 2023 and 2022, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 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 December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Accrued payroll $ 878 $ 1,300 Accrued expenses and taxes 2,798 375 Deferred revenue 367 525 Warranty reserve 23 65 Total accrued expenses and other current liabilities $ 4,066 $ 2,265 As of December 31, 2023, accrued expenses and taxes includes a $2.2 million accrual related to contractual liabilities arising from the series production award cancellation. |
Debt
Debt | 12 Months Ended |
Dec. 31, 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). Legacy Cepton accounted for the issuance of the warrant as a commitment fee asset recorded in prepaid expenses and other current assets in the consolidated balance sheet. The fair value of the warrant was estimated to be $1.3 million on the date of issuance. On January 4, 2022, Legacy Cepton borrowed $10.0 million under the agreement, incurring $0.3 million in transaction costs which were accounted for as a debt discount. Legacy Cepton also recognized a pro rata portion of the warrant fair value as a debt discount related to the $10.0 million loan. Amortization of debt discounts, in accordance with the effective interest method, are recorded as interest expense in the accompanying consolidated statement of operations and comprehensive income (loss). Obligations under the Trinity Loan Agreement were secured by interest in substantially all of the Company’s assets. The agreement contained customary affirmative and negative covenants. For the year ended December 31, 2022, the Company recognized $2.0 million in interest expense 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. The Company recorded a $1.0 million loss on extinguishment of debt during the year ended December 31, 2022. Secured Term Loan Agreement with Koito On October 27, 2022, the Company entered into an Investment Agreement (the “Investment Agreement”) with 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 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 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 ¥5.8 billion (approximately $39.4 million) under the Secured Term Loan Agreement. Obligations under the Secured Term Loan Agreement were secured by interest 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 year ended December 31, 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. For the year ended December 31, 2022, the Company recognized $0.8 million in interest expense in connection with the borrowings under the Secured Term Loan Agreement. Additionally, the Company recognized a $4.3 million foreign currency transaction loss on remeasurement using the applicable exchange rate on December 31, 2022. |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 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 December 31, 2023 , the Company had authorized 5,000,000 shares of preferred stock, each with par value of $0.00001. As of December 31, 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 4.25% per annum dividend if paid in kind or a 3.25% 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 December 31, 2023 , the Liquidation Preference of the Preferred Stock was $104.1 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) | 12 Months Ended |
Dec. 31, 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 December 31, 2023, the Company had authorized 35,000,000 shares of common stock, each with a par value of $0.00001. As of December 31, 2023, there were 15,861,494 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 Fund, LLC (“Lincoln Park” or “LPC”), pursuant to which Lincoln Park has agreed to purchase up to $100.0 million of common stock (subject to certain limitations contained in the Purchase Agreement) from time to time over a 36-month period (the “Purchase Agreement”) after the consummation of the Business Combination and certain other conditions set forth in the Purchase Agreement. The Company may, from time to time and at its sole discretion, direct Lincoln Park to purchase 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 (shares adjusted to reflect the Reverse Stock Split). As of December 31, 2023 and December 31, 2022, 114,251 shares of common stock had been sold to Lincoln Park under the Purchase Agreement for consideration of $1.7 million. For the year ended December 31, 2023, no shares of common stock 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, 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 | 12 Months Ended |
Dec. 31, 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 December 31, 2023, as adjusted to reflect the Reverse Stock Split, there were 1,825,809 shares of common stock reserved for issuance under the 2022 Plan. Incentive Stock Options and Nonqualified Stock Options Stock options generally vest over four years, subject to a service condition, with 25% of the awarded stock options vesting on the first anniversary of the grant date and the remaining 75% vesting monthly over the remaining 36 months. The options expire 10 years from grant date. A summary of the Company’s employee and nonemployee stock option activity for the years ended December 31, 2023 and 2022, as adjusted to reflect the Reverse Stock Split, is presented below: Option Shares Weighted Weighted Aggregate Outstanding as of December 31, 2021 1,664,448 $ 19.10 7.5 $ 126,591 Granted 68,105 78.00 Exercised (173,889) 5.80 Expired/Forfeited (132,532) 41.60 Outstanding as of December 31, 2022 1,426,132 $ 21.45 6.5 $ 6,486 Granted 8,500 4.45 Exercised (30,685) 1.00 Expired/Forfeited (145,464) 44.02 Outstanding as of December 31, 2023 1,258,483 $ 19.22 4.5 $ 767 Exercisable, December 31, 2023 1,136,831 $ 16.93 4.2 $ 767 Vested and expected to vest as of December 31, 2023 1,258,483 $ 19.22 4.5 $ 767 For the years ended December 31, 2023 and 2022, the estimated weighted-average grant-date fair value of options granted was $2.03 and $3.15 per share, respectively. As of December 31, 2023 and 2022, there was $2.7 million and $9.0 million of unrecognized stock-based compensation expense related to unvested stock options expected to be recognized over a weighted-average period of 1.3 years and 2.0 years, respectively. The total intrinsic value of options exercised during the years ended December 31, 2023 and 2022 was $0.1 million and $4.8 million, respectively. The Company recognizes forfeitures as they occur. The Company estimates the fair value of its options on grant date using the Black-Scholes option-pricing model, which requires the input of subjective assumptions, including the expected stock price volatility over the expected term of the options, expected term of the options, the risk-free interest rate for the expected term of the options, and expected dividends. Stock price: The grant date fair value of the common stock, prior to the closing of the Business Combination was determined using valuation methodologies that utilize certain assumptions, including probability weighting of events, volatility, time to liquidation, risk-free interest rate, and an assumption for a discount for lack of marketability. Subsequent to the Business Combination, the grant date fair value of the common stock is the publicly traded closing price as reported on Nasdaq. Expected Volatility: Expected volatility was estimated based on the average historical volatility of comparable companies’ stock, as the Company does not have a sufficient trading history to determine historical volatility. 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 terms of the options. Expected Term: The expected term of options granted is based on the expected life of the stock options, giving consideration to the contractual terms and vesting schedules. Prior to the Business Combination, the expected term of the options was estimated using the simplified method because the Company did not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term for options. 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. The weighted-average assumptions used in the Black-Scholes option-pricing model for stock options for the years ended December 31, 2023 and 2022, were as follows: Year Ended December 31, 2023 2022 Stock price $3.70 - $5.30 $14.70 - $94.00 Expected volatility 41 % 39 - 41% Risk-free interest rate 3.75 - 4.28% 1.79 - 3.98% Expected term 5.84 - 6 years 5.92 - 6 years Expected dividend yield — % — % Restricted Stock Units The Company granted RSUs under the 2022 Plan. Each 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 years ended December 31, 2023 and 2022, as adjusted to reflect the Reverse Stock Split, is presented below: RSU Shares Weighted Grant Date Fair Value Outstanding as of December 31, 2021 — $ — Granted 537,115 $ 25.60 Released (18,115) $ 23.10 Forfeited (48,132) $ 26.10 Outstanding as of December 31, 2022 470,868 $ 25.66 Granted 489,762 $ 10.19 Released (173,077) $ 25.79 Forfeited (179,524) $ 14.81 Outstanding as of December 31, 2023 608,029 $ 16.36 As of December 31, 2023 and 2022, there was $6.7 million and $9.3 million of unrecognized stock-based compensation expense related to unvested RSUs expected to be recognized over a weighted-average period of 2.0 years and 2.3 years, respectively. The total intrinsic value of RSUs outstanding at December 31, 2023 and 2022, was $1.9 million and $6.0 million, respectively. The Company recognizes forfeitures as they occur. Performance-based Stock units For the year ended December 31, 2022, the Company granted 12,300 shares of performance-based stock units (“PSUs”) under the 2022 Plan, with 6,600 shares in the first tranche and 5,700 shares in the second tranche. Each grant consists 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 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 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 December 31, 2023, unrecognized stock-based compensation expense related to PSU’s was immaterial, which was expected to be recognized over a weighted-average period of 1.1 years. Subsequent to December 31, 2023, 5,600 shares of PSUs were cancelled due to resignation of an employee. The weighted-average fair value of the PSUs was determined using the Monte Carlo simulation model incorporating the following weighted-average assumptions as of grant date on May 3, 2022: Grant date stock price $ 29.80 Expected volatility 74.0 % Risk-free interest rate 2.90 % Expected term 2.8 years Expected dividend yield 0 % Stock-Based Compensation For the years ended December 31, 2023 and 2022, the Company recorded stock-based compensation expense related to options granted to employees and non-employees as follows (in thousands): Year Ended December 31, 2023 2022 Cost of revenue $ 187 $ 165 Research and development expense 4,124 4,400 Selling, general and administrative expense 4,261 3,678 Total stock-based compensation expense $ 8,572 $ 8,243 The Company capitalized $0.2 million of stock-based compensation expense into inventory for the years ended December 31, 2023 and 2022. There were no modifications during the year ended December 31, 2023 |
Earnout Liability
Earnout Liability | 12 Months Ended |
Dec. 31, 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: (a) If the closing share 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 February 10, 2022 and on or prior to February 10, 2025, then, the Company will issue to each holder of common stock that is entitled to Earnout Shares a number of shares of common stock equal to such holder’s pro rata portion of 700,000 shares. (b) If the closing share 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 February 10, 2022 and on or prior to February 10, 2025, the Company will issue to each holder of common stock that is entitled to Earnout Shares a number of shares of common stock equal to such holder’s pro rata portion of 600,000 shares. The Company concluded the Earnout Shares meet the criteria for liability classification due to the existence of contingent settlement provisions that could result in holders receiving differing amounts of shares depending on the Company’s stock price or the price paid in a change of control. Because the settlement is not solely determined by the share price of the Company (that is, the share price observed in or implied by a qualifying change-in-control event), but also by the occurrence of a qualifying change-in-control event, this causes the Earnout Shares to not be indexed to the Company’s own shares, resulting in liability classification. Upon the closing of the Business Combination, the Company recorded these instruments as liabilities on the 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 dates: December 31, 2023 December 31, Stock price $ 3.14 $ 12.70 Expected volatility 117.0 % 79.0 % Risk-free interest rate 5.32 % 4.42 % Expected term 1.2 years 2.1 years Expected dividend yield 0 % 0 % 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 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 3-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. For the year ended December 31, 2023 , the Company recorded a gain of $0.8 million in the consolidated statement of operations and comprehensive income (loss) for the change in fair value of the earnout liability. As of December 31, 2023 , the balance of the earnout liability was approximately $0.1 million . For the year ended December 31, 2022, the Company recorded a gain of $74.1 million in the consolidated statement of operations and comprehensive income (loss) for the change in fair value of the earnout liability. As of December 31, 2022, the balance of the earnout liability was approximately $0.9 million. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 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 per share following the Effective Date. The Public Warrants may be exercised only for a whole number of shares of common stock. The Public Warrants will expire five years after the completion of the Business Combination, or earlier upon redemption or liquidation. The Public Warrants are listed on 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 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 purchasers 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 immaterial on December 31, 2023 . For the year ended December 31, 2023 , the Company recorded a gain of $0.4 million and in the consolidated statement of operations and comprehensive income (loss) for the change in fair value of the liability. For the year ended December 31, 2022, the Company recorded a gain of $2.1 million in the 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. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes (Loss) income before income taxes consisted of the following (in thousands): Year Ended December 31, 2023 2022 Domestic $ (48,606) $ 9,620 Foreign 76 (224) (Loss) income before income taxes $ (48,530) $ 9,396 Provision for income taxes consisted of the following (in thousands): Year Ended December 31, 2023 2022 Current: Federal $ — $ — State — — Foreign 16 16 Total Current 16 16 Deferred: Federal — — State — — Foreign — — Total Deferred — — Provision for income taxes $ 16 $ 16 The effective tax rate of the Company's provision for income taxes differs from the federal statutory rate as follows: Year Ended December 31, 2023 2022 U.S. federal provision (benefit) at statutory rate 21.0 % 21.0 % State taxes, net of federal benefit 1.6 (19.4) Other permanent items (0.6) (0.8) Stock-based compensation (2.7) 4.4 Research and development credits 1.1 (8.3) Transaction costs — (8.2) Change in valuation allowance (21.1) 183.5 Remeasurement of earnout liability 0.5 (172.1) Effective tax rate (0.1) % 0.2 % For the year ended December 31, 2023, the difference in the Company’s effective tax rate and the U.S. federal statutory tax rate was primarily due to the Company’s full valuation allowance on its U.S. deferred tax assets. For the year ended December 31, 2022, the difference in the Company’s effective tax rate and the U.S. federal statutory tax rate was primarily due to remeasurement of earnout liability, transaction costs, and the Company’s full valuation allowance on its U.S. deferred tax assets. The Company’s deferred income tax assets and liabilities as of December 31, 2023 and 2022 were as follows (in thousands): December 31, 2023 2022 Deferred tax assets: Net operating loss carryforward $ 33,441 $ 28,199 Section 174 capitalized research and development expenses 8,851 5,489 Research and development credits 6,765 5,319 Operating lease liabilities 2,263 107 Stock-based compensation 1,592 1,373 Other 616 769 Total deferred tax assets 53,528 41,256 Valuation allowance (51,384) (41,159) Total deferred tax assets after valuation allowance 2,144 97 Deferred tax liabilities: Operating lease right-of use assets (2,144) (97) Total deferred tax liabilities (2,144) (97) Net deferred tax assets (liabilities) $ — $ — ASC 740 requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that the Company assesses that realization is “more likely than not”. Realization of the future tax benefits is dependent on the Company's ability to generate sufficient taxable income within the carryforward period. Because of the Company's recent history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be realized and, accordingly, has provided a full valuation allowance as of December 31, 2023 and 2022. The Company’s valuation allowance balance increased by $10.2 million and $17.3 million for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, the Company had total net operating loss carryforwards for federal income tax purposes of approximately $144.9 million and $119.8 million, respectively, out of which $7.6 million net federal operating loss carryforwards will begin to expire in 2037 if not utilized. For tax years beginning January 1, 2018 onward, any federal net operating losses generated can be carried forward indefinitely, as opposed to the original expiration of 20 years. The Company also had a state net operating loss carryforward of approximately $44.7 million and $46.4 million as of December 31, 2023 and 2022, respectively, which will expire beginning in the year 2037. As of December 31, 2023 and 2022, the Company had federal research and development credit carryforwards of approximately $5.8 million and $4.3 million, respectively, which begin to expire in 2038, and California research and development credit carryforward of approximately $6.9 million and $5.8 million, respectively, which do not expire. Utilization of the net operating loss carryforwards and the research and development credit carryforwards may be subject to an annual limitation due to the ownership percentage change limitations provided by the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of the net operating loss carryforwards and the research and development credits before utilization. The amount of such elimination, if any, has not been determined. As of December 31, 2023 and 2022, the total amount of unrecognized tax benefits was $5.1 million and $4.0 million, respectively, none of which would affect income tax expense, if recognized, after consideration of any valuation allowance. The Company does not expect the unrecognized tax benefits to change significantly over the next 12 months. The following table summarizes the aggregate changes in the total gross amount of unrecognized tax benefits (in thousands): Year Ended December 31, 2023 2022 Unrecognized tax benefits as of the beginning of the year $ 4,029 $ 2,569 Increases related to prior year tax provisions — 244 Increase related to current year tax provisions 1,059 1,216 Unrecognized tax benefits as of the end of the year $ 5,088 $ 4,029 The Company is subject to income taxes in the U.S. federal, state, and various foreign jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. All of the Company’s tax years will remain open for examination by the federal and state tax authorities for three and four years, respectively, from the date of utilization of the net operating loss or research and development credits. The Company does not have any federal or state tax audits pending. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company leases office and manufacturing facilities under non-cancellable 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. Operating leases are included in operating lease right-of use assets and operating lease liabilities in the Company’s consolidated balance sheets. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the commencement date based on an amount equal to the present value of lease payments over the lease term. The Company’s leases do not provide an implicit rate; therefore, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company uses the implicit rate when it is readily determinable. The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed it to carry forward existing lease classification and to exclude leases with original terms of one year or less. Further, the Company elected to combine lease and non-lease components for all asset classes. Variable lease payments are defined as payments made for the right to use an asset that vary because of changes in facts or circumstances occurring after the commencement date, other than the passage of time. Any variable lease components are expensed as incurred. The operating lease right-of-use assets also include adjustments related to prepaid or deferred lease payments and lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense for lease payments is recognized on a straight-line basis over the lease term. The components of lease expense for the years ended December 31, 2023 and 2022 were as follows (in thousands): Year Ended December 31, 2023 2022 Operating lease cost $ 3,074 $ 1,516 Variable lease cost 813 845 Total operating lease cost $ 3,887 $ 2,361 Supplemental cash flow information for the years ended December 31, 2023 and 2022 related to leases was as follows (in thousands): Year Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Cash paid for operating leases included in operating activities $ 2,564 $ 1,838 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): December 31, 2023 December 31, 2022 Operating lease right-of-use assets $ 10,038 $ 445 Operating lease liabilities: Operating lease liabilities, current $ 1,875 $ 211 Operating lease liabilities, non-current 8,720 281 Total operating lease liabilities $ 10,595 $ 492 The operating lease right-of-use assets were recorded in other assets in the consolidated balance sheets. Weighted average remaining term and discount rates were as follows (term in years): December 31, 2023 December 31, 2022 Weighted average remaining lease term 4.27 3.06 Weighted average discount rate 14.48 % 13.78 % Maturities of lease liabilities were as follows (in thousands): Year Ending December 31, 2024 $ 3,250 2025 3,328 2026 3,324 2027 3,368 Thereafter 847 Total undiscounted lease payments $ 14,117 Less: Present value adjustment for minimum lease commitments (3,522) Net Lease Liabilities $ 10,595 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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. In addition, the Company’s accounting policy is to recognize legal fees as they are incurred. The Company records accruals for its 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 loss contingencies associated with legal claims, actions or litigation as of December 31, 2023 or December 31, 2022. Contract Manufacturer Loss Contingencies As a result of the cancellation of the series production award in December 2023, the Company cancelled production contracts with certain contract manufacturers. This led to the Company’s receipt of project loss claims from contract manufacturers prior to December 31, 2023. The loss claims include item costs for which the Company believes it is not liable based on contractual rights and obligations created by legal agreements with the contract manufacturers. The Company believes that a loss from these specific item costs is reasonably possible but not probable, and as a result no accrual has been made as of December 31, 2023. As of December 31, 2023, the Company estimates the reasonably possible range of loss to be from zero to approximately $1.3 million. The Company will continue to assess the situation with its contract manufacturers and will update its position as needed. Other Contingencies As a result of the series production award cancellation, the Company sent a claim to Koito seeking recovery of a significant amount in project losses. The claim covers costs associated with materials, tooling, engineering, and other related project costs. The Company is seeking recovery during the first quarter of 2024, however a formal recovery timeline has not been agreed to and is unknown at this time. As of December 31, 2023, the Company determined recovery was uncertain and the claim amount was neither estimable, realized nor realizable. Therefore, a gain contingency was not recognized in the Company’s financial statements. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 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 was issued to Koito on January 19, 2023. See Note 10 to the 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 the Secured Term Loan Agreement to borrow Japanese Yen ¥5.8 billion (approximately $39.4 million). The borrowings under the Secured Term Loan Agreement (the “Loan”) accrued interest at a rate equal to 1.0% per annum, which was payable at maturity. 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 was terminated in accordance with its terms. The Secured Term Loan Agreement entered into with Koito is a related party transaction issued at below market interest rates. On November 7, 2022, the Company borrowed ¥5.8 billion under the agreement. 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 consolidated balance sheet. Amortization of debt discounts, in accordance with the effective interest method, are recorded as interest expense in the accompanying consolidated statement of operations and comprehensive income (loss). Obligations under the Secured Term Loan Agreement were secured by interest 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 used the proceeds from the sale of the Preferred Stock to repay all outstanding principal and accrued interest under the Secured Term Loan Agreement with Koito. For the year ended December 31, 2023, the Company recognized $0.3 million in interest expense in connection with the borrowings under the Secured Term Loan Agreement with Koito. Additionally, the Company recognized a $0.8 million foreign currency transaction loss on remeasurement using the applicable exchange rate on December 31, 2023. For the year ended December 31, 2022, the Company recognized $0.8 million in interest expense in connection with the borrowings under the Secured Term Loan Agreement. Additionally, the Company recognized a $4.3 million foreign currency transaction loss on remeasurement using the applicable exchange rate on December 31, 2022. Koito Letter of Intention On December 21, 2023, the Company received a non-binding indication of interest from Koito to acquire (the “Proposed Transaction”) 100% of the outstanding shares of the Company not already owned by Koito or certain other potential rollover participants including Dr. Jun Pei, Cepton’s President and Chief Executive Officer (collectively, the “Rollover Participants”). Koito has stated in the indication of interest that the terms of any potential agreement between Cepton and Koito would be contingent on certain conditions, including, in particular, satisfactory completion of due diligence review, rollover by the Rollover Participants, retention of key employees, negotiation and agreement of transaction structure and transaction documents, approval of the Proposed Transaction by the board of directors of Koito, and approval by a simple majority vote of the outstanding shares of Cepton. The Company’s Board of Directors, through a special committee thereof, is currently evaluating Koito’s indication of interest within the context of the ongoing review of various alternatives and in consultation with any financial and legal advisors it may retain. Transactions with Koito Koito is an automotive tier 1 partner of the Company and sales to Koito accounted for 52% and 43% of our total revenues for the years ended December 31, 2023 and 2022, respectively. Revenue generated from Koito was $6.7 million and $3.2 million for the years ended December 31, 2023 and 2022, respectively. Accounts receivable from Koito was $2.1 million as of December 31, 2023 and was $1.0 million as of December 31, 2022. In December 2023, Koito informed the Company that GM, which awarded Koito the series production award, had decided to re-scope its ADAS product offerings and, as a result, Koito cancelled all outstanding purchase orders to the Company that relate to the GM series production award. As is customary when an automotive program changes, the Company submitted project investment cost recovery related to the cancellation. See Note 17 to our consolidated financial statements in this Report for further information |
Basic and Diluted Net Income (L
Basic and Diluted Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 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 year ended December 31, 2023 and a net income position for the year ended December 31, 2022. The Company considers its convertible preferred stock to be participating as the holders have non-forfeitable dividend rights in the event of the declaration of a dividend for shares of common stock. When the Company is in a net loss position, the net loss attributable to common stockholders is not allocated to the convertible preferred stock under the two-class method as these securities do not have a contractual obligation to share in losses. Basic net income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of the Company’s common stock outstanding. During the periods when there is a net loss attributable to common stockholders, potentially dilutive common stock equivalents have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is anti-dilutive. The following tables present reconciliations of the denominators of basic and diluted net (loss) income per share: Year Ended December 31, 2023 2022 Denominator: Weighted-average common shares outstanding – Basic 15,776,387 14,691,793 Stock options to purchase common stock and RSUs (1) — 881,052 Weighted-average common shares outstanding - Diluted 15,776,387 15,572,845 (1) Includes the weighted-average unvested shares subject to repurchase of 9,083 for the year ended December 31, 2022. The following common stock equivalents were excluded from the computation of diluted net income (loss) per share for the periods presented because including them would have been antidilutive: Year Ended December 31, 2023 2022 Stock options to purchase common stock and RSUs 1,850,720 5,002,191 Preferred Stock on an as-converted basis 4,026,564 — Total 5,877,284 5,002,191 As of December 31, 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 December 31, 2023 and 2022 . As of December 31, 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 | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segments | Segments The Company conducts its business in one operating segment that develops and produces lidar sensors for use in Automotive and Smart Infr astructure 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 100%. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company has evaluated subsequent events from the balance sheet date throu gh March 29, 2024, the issuance date of the consolidated financial statements. New Series Production In March 2024, Cepton, alongside its tier 1 partner, Koito, were notified of a new series production; however, the details have not yet been finalized. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net (loss) income | $ (48,546) | $ 9,380 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 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 (“IPO”), following which its shares began trading on the Nasdaq National Market (“Nasdaq”). On August 4, 2021, GCAC entered into a Business Combination Agreement (as amended, the “Merger Agreement”) with Cepton Technologies, Inc. (“Legacy Cepton”) and GCAC Merger Sub Inc. (“Merger Sub”), a wholly owned subsidiary of GCAC. On February 10, 2022 (the “Closing Date”), the transactions contemplated by the Merger Agreement were consummated (the “Business Combination”). In connection with the closing of the Business Combination, GCAC changed its name to Cepton, Inc. and its shares and public warrants began trading on the Nasdaq under the symbols “CPTN” and “CPTNW”, respectively. As a result of the Business Combination, Cepton, Inc. became the owner, directly or indirectly, of all of the equity interests of Legacy Cepton and its subsidiaries. |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of the Company’s wholly owned subsidiaries in Canada, Germany, Japan, China and the United Kingdom. All intercompany balances and transactions have been eliminated in consolidation. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of December 31, 2023, the Company had cash and cash equivalents of $50.4 million, short-term investment of $6.0 million, and an accumulated deficit of $134.6 million. For the year ended December 31, 2023, the Company incurred an operating loss of $50.7 million and had negative cash flows from operating activities of $35.5 million. 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 (including the Preferred Stock), convertible promissory notes, the net proceeds it received through the Business Combination, the PIPE Investment 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 (the “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 and Supplier Concentrations | 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, and corporate debt 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. Supplier Concentrations For the year ended December 31, 2023, three supplier vendors accounted for approximately 62% of total accounts payable. For the year ended December 31, 2022, there was one supplier vendor that accounted for a significant portion of accounts payable. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include, but are not limited to, 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, plant 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 consolidated financial condition and results of operations. |
Reclassifications | Reclassifications Certain reclassifications have been made to prior period amounts to conform to current year reporting classifications. |
Cash Equivalents and Short-Term Investments | Cash Equivalents and Short-Term Investments The Company considers all highly liquid investments with original maturity of three months or less at the date of purchase to be cash equivalents. The Company’s short-term investments consist of investments and marketable securities that are classified as available-for-sale securities and are carried at fair value, with net unrealized gains or losses, net of tax, reported as a separate component of accumulated other comprehensive loss within stockholders’ deficit. |
Restricted Cash | Restricted Cash Restricted cash of $1.3 million as of December 31, 2023 consists of funds that are contractually restricted as to usage or withdrawal due to a contractual agreement. This restricted cash balance represents a letter of credit with Citibank, N.A. as a security deposit on its headquarters in San Jose, California, pursuant to an office lease agreement that commenced on February 1, 2023 and continues through April 30, 2028. See Note 17 for further information. The Company’s restricted cash is classified as non-current based on the expected duration of the restriction. |
Accounts Receivable | Accounts Receivable Trade accounts receivable are recorded at the invoiced amount, net of any allowance for credit losses, and do not bear interest. The Company evaluates the collectability of accounts receivable balances and has determined the allowance for credit losses based on a combination of factors, which include the nature of the relationship and the prior collection experience the Company has with the account and an evaluation for current and projected economic conditions as of the financial statement reporting date. As of December 31, 2023 and 2022, there were no allowances for credit losses. |
Inventories | Inventories Inventories are stated at the lower of cost or estimated net realizable value. Costs are computed under the standard cost method, which approximates actual costs determined on the first-in, first-out basis. The Company records write-downs of inventories which are obsolete based on product life cycle stage, product development plans, and assumptions about future demand and market conditions. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. The Company depreciates property and equipment using the straight-line method over the estimated useful lives of the assets, generally three |
Foreign Currency | Foreign Currency The functional currency of the Company’s foreign subsidiaries in Canada, Germany, China, and Japan is the respective local currency whereas the functional currency of the foreign subsidiary in the United Kingdom is the U.S. dollar. For the Canada, Germany, China and Japan entities, assets and liabilities are translated into U.S. dollars at the local current exchange rates in effect at the balance sheet date, and income and expense accounts are translated at the average exchange rates during the period. The resulting translation adjustments are included in accumulated other comprehensive income. Foreign currency translation loss was immaterial for the years ended December 31, 2023 and 2022. As of December 31, 2022, a portion of the Company’s cash and cash equivalents was denominated in Japanese Yen. In addition, proceeds from the b orrowings under the Secured Term Loan Agreement (as defined below) were also denominated in Japanese Yen. Monetary assets and liabilities are measuring into U.S. dollars at the local current exchange rates in effect at the balance sheet date . For the year ended December 31, 2022, a net $2.2 million foreign currency transaction loss was recorded in the Company’s consolidated statements of operation. For the year ended |
Convertible Preferred Stock | Convertible Preferred Stock The Company records all shares of convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs, if applicable. The convertible preferred stock is recorded outside of permanent stockholders’ equity (deficit) because while it is not mandatorily redeemable, it is contingently redeemable into cash upon the occurrence of an event not solely within the Company’s control. When it is probable that a convertible preferred share will become redeemable, adjustments are recorded to adjust the carrying values. No adjustments were recorded for the years ended December 31, 2023 and December 31, 2022. Refer to Note 10 for more information on the rights, preferences, privileges, and restrictions associated with the convertible preferred stock. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from contracts with its customers. A contract with a customer exists when both parties have approved the contract and are committed to perform their respective obligations, each party’s rights can be identified, payment terms can be identified, the contract has commercial substance, and it is probable that the Company will collect substantially all of the consideration it is entitled to. Revenue is recognized when, or as, performance obligations are satisfied by transferring control of a promised product or service to a customer. The Company’s revenue is derived from product sales of lidar sensors to direct customers as well as from customization of our proprietary lidar capabilities for customers’ applications, referred to herein as development revenue. Revenue is recognized at a point in time when control of the products is transferred to the customer, generally occurring upon shipment in accordance with the terms of the related contract. Amounts billed to customers for shipping and handling are included in the transaction price and are not treated as separate performance obligations as these costs fulfill a promise to transfer the product to the customer. Shipping and handling costs paid by the Company are included in cost of revenue. Taxes collected from customers and remitted to governmental authorities are excluded from revenue on the net basis of accounting. When a contract involves multiple promises, the Company accounts for individual performance obligations if the customer can benefit from each promise on its own or with other resources that are readily available to the customer and each promise is separately identifiable from other promises in the arrangement. In these situations, the arrangement consideration is allocated between the separate performance obligations in proportion to their estimated standalone selling price. The standalone selling price reflects the price the Company would charge for a specific product if it were sold separately in similar circumstances and to similar customers. If the selling price is not directly observable, the Company may estimate the stand-alone selling price through maximizing the use of observable inputs such as historical discounting, project cost estimates, and targeted margins. Costs to obtain a contract The Company generally expenses the incremental costs of obtaining a contract when incurred because the amortization period for these costs would be less than one year. These costs primarily relate to sales commissions and are recognized upon receiving customer payment, at the time of the customer order, or at the time of product shipment. Commission expense were immaterial for the years ended December 31, 2023 and 2022, which was recorded in selling, general and administrative expense in the Company’s consolidated statements of operations. Contract balances The timing of revenue recognition, billings, and cash collections generally results in accounts receivable recognized on the balance sheet. However, the Company may recognize contract liabilities when consideration is received from a customer prior to transferring goods or services to the customer. Contract liabilities are recognized as revenue after control of the products or services is transferred to the customer and all revenue recognition criteria have been met. Customer deposits The Company may recognize customer deposit liabilities when consideration is received from a customer prior to entering into a contract. Customer deposit liabilities are recognized as revenue when a contract with enforceable rights and obligations exists and all revenue recognition criteria have been met. Right of return The Company’s general terms and conditions for its contracts do not contain a right of return that allows the customer to return products and receive a credit. Therefore, the Company does not estimate returns and generally recognizes revenue upon shipment. Significant financing components The Company may receive payment from a customer either before or after the performance obligation has been satisfied. The expected timing difference between the payment and satisfaction of performance obligations for the vast majority of the Company’s contracts is one year or less; therefore, the Company applies a practical expedient and does not consider the effects of the time value of money. The Company’s contracts with customer prepayment terms do not include a significant financing component because the primary purpose is not to receive financing from the customers. |
Cost of Revenue | Cost of Revenue Cost of revenue is comprised of lidar sensor and prototype cost of revenue and development cost of revenue. Lidar sensor and prototype cost of revenue includes the manufacturing cost of lidar sensors, which primarily consists of personnel-related costs directly associated with the Company’s manufacturing organization, and amounts paid to its third-party contract manufacturers and vendors. The Company’s cost of revenue also includes depreciation and amortization, cost of component inventory, product testing costs, costs of providing services, an allocated portion of overhead, facility and IT costs, warranty costs, excess and obsolete inventory and shipping costs. Development cost of revenue includes similar costs and specifically relates to development contracts and arrangements focused on specific development and customization of lidar capabilities. |
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 December 31, 2023, there were immaterial changes to the accrued warranty liability which was recorded in accrued expenses and other current liabilities on the consolidated balance sheet. |
Research and Development | Research and Development Research and development expenses consist primarily of personnel-related costs directly associated with the Company’s research and development organization, with the remainder being prototype expenses, third-party engineering and contractor costs, an allocated portion of facility and IT costs and depreciation. The Company’s research and development efforts are focused on enhancing and developing additional functionality for its existing products and on new product development, including new releases and upgrades to its lidar sensors and embedded software. Research and development costs are expensed as incurred. |
Advertising | Advertising Advertising costs are expensed as incurred and were $0.2 million and $0.4 million for the years ended December 31, 2023 and 2022, respectively, which was recorded in selling, general and administrative expense in the Company’s consolidated statements of operations. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are recorded based on the estimated future tax effects of differences between the financial statement and income tax basis of existing assets and liabilities. Deferred income tax assets and liabilities are recorded net and classified as non-current on the consolidated balance sheet. A valuation allowance is provided against the Company’s deferred income tax assets when their realization is not reasonably assured. The Company accrues for uncertain tax positions identified, which are not deemed more likely than not to be sustained if challenged, and recognizes interest and penalties accrued on unrecognized tax benefits as a component of income tax expense. |
Share-Based Compensation Expense | Stock-Based Compensation Expense The Company grants stock options, restricted stock units (RSUs), and performance-based stock units (PSUs) to employees and non-employees. Stock-based compensation is recognized on a straight line basis over the requisite service period, which is generally the vesting period of the award except as otherwise disclosed. The Company uses the Black-Scholes option pricing model to determine the fair value of its stock option awards. The determination of the fair value for stock options in connection with determining stock compensation requires judgment, including estimating the fair market value of common stock (prior to Business Combination), stock-price volatility, expected term, expected dividends, and risk-free interest rates. Prior to the Business Combination with the absence of a public trading market, the Company considered numerous objective and subjective factors to determine the fair market value of common stock. These factors included but were not limited to (i) contemporaneous third-party valuations of common stock; (ii) the rights and preferences of preferred stock relative to common stock; (iii) the lack of marketability of common stock; (iv) developments in the business; and (v) the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company, given prevailing market conditions. After the Business Combination, the fair market value of common stock is readily available. The fair value of RSUs is equal to the fair market value of the Company’s common stock on the grant date. 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. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require the testing of a long-lived asset or asset group for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined using various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. As a result of the cancellation of the GM series production award in December 2023, the Company recognized an impairment loss of $0.4 million associated with long-lived assets acquired specifically for production of ADAS lidar sensors. This loss is included within selling, general and administrative expense in the consolidated statement of operations and comprehensive income. No impairment loss was recognized for the year ended December 31, 2022. |
Fair Value Measurements | Fair Value Measurements The Company determines the fair value of an asset or liability based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction between market participants at the measurement date. The identification of market participant assumptions provides a basis for determining what inputs are to be used for pricing each asset or liability. A fair value hierarchy has been established which gives precedence to fair value measurements calculated using observable inputs over those using unobservable inputs. This hierarchy prioritized the inputs into three broad levels as follows: Level 1: Quoted prices in active markets for identical instruments Level 2: Other significant observable inputs (including quoted prices in active markets for similar instruments) Level 3: Significant unobservable inputs (including assumptions in determining the fair value of certain investments) |
Commitments and Contingencies | Commitments and Contingencies |
Recently Adopted and Issued Accounting Pronouncements | Recently Adopted 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 adopted this standard on January 1, 2024 and the adoption of the standard is not expected to have any material impact to its consolidated financial statements and related disclosures. In June 2016, the FASB issued 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. As the Company is an emerging growth company, the standard will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted this standard on January 1, 2023 using the modified retrospective method, and the adoption of the standard did not have any material impacts to its consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance will be effective for the annual periods beginning the year ended December 31, 2024, and for interim periods beginning January 1, 2025. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting this new pronouncement on its consolidated financial statements disclosures. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor | Customers with revenue equal to or greater than 10% of total revenue for the periods indicated were as follows: Year Ended December 31, 2023 2022 Customer A 52 % 43 % Customer B 29 % N/A Customer C N/A 20 % Customer D N/A 12 % |
Cash, Cash Equivalents and Investments | The total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows consisted of the following as of December 31, 2023 and 2022 (in thousands) : December 31, 2023 2022 Cash and cash equivalents $ 50,406 $ 31,953 Restricted cash 1,283 2,565 Total cash, cash equivalents and restricted cash $ 51,689 $ 34,518 |
Restrictions on Cash and Cash Equivalents | The total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows consisted of the following as of December 31, 2023 and 2022 (in thousands) : December 31, 2023 2022 Cash and cash equivalents $ 50,406 $ 31,953 Restricted cash 1,283 2,565 Total cash, cash equivalents and restricted cash $ 51,689 $ 34,518 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 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): Year Ended December 31, 2023 2022 Revenue % of Revenue Revenue % of Revenue Revenue by country of domicile: Japan $ 7,020 54 % $ 3,948 53 % United States 5,459 42 % 2,400 32 % China 386 3 % 880 12 % Other 191 1 % 198 3 % Total $ 13,056 100 % $ 7,426 100 % |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets measured at fair value on a recurring basis | The following table summarize the Company’s assets measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands): December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 33,562 $ — $ — $ 33,562 Total cash equivalents $ 33,562 $ — $ — $ 33,562 Short-term investments: Commercial paper $ — $ 5,969 $ — $ 5,969 Total short-term investments — 5,969 — 5,969 Total assets measured at fair value $ 33,562 $ 5,969 $ — $ 39,531 Liabilities: Warrant liability $ — $ 43 $ — $ 43 Earnout liability — — 93 93 Total liabilities measured at fair value $ — $ 43 $ 93 $ 136 December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 10,437 $ — $ — $ 10,437 Total cash equivalents $ 10,437 $ — $ — $ 10,437 Short-term investments: Corporate debt securities $ — $ 3,703 $ — $ 3,703 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 year ended December 31, 2023 (in thousands): Year Ended December 31, 2023 Balance as of December 31, 2022 $ 920 Gain on change in fair value of earnout liability (827) Balance as of December 31, 2023 $ 93 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories consist of the following as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Raw materials $ 1,182 $ 1,179 Work-in-process 876 1,141 Finished goods 338 665 Total inventories $ 2,396 $ 2,985 |
Prepaid expenses and other cu_2
Prepaid expenses and other current assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of prepaid expense and other current assets | Prepaid expense and other current assets consisted of the following as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Prepaid insurance $ 365 $ 2,533 Other prepaid expenses 737 1,376 Deferred transaction costs — 993 Payroll tax receivable — 865 Other current assets 151 505 Total prepaid expense and other current assets $ 1,253 $ 6,272 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment, at cost, consists of the following as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Machinery and equipment $ 2,326 $ 1,445 Automobiles 45 101 Leasehold improvements 235 189 Computer and equipment 116 116 Total property and equipment 2,722 1,851 Less: accumulated depreciation and amortization (1,272) (869) Total property and equipment, net $ 1,450 $ 982 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | Accrued expenses and other current liabilities consisted of the following as of December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Accrued payroll $ 878 $ 1,300 Accrued expenses and taxes 2,798 375 Deferred revenue 367 525 Warranty reserve 23 65 Total accrued expenses and other current liabilities $ 4,066 $ 2,265 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2023 and 2022, as adjusted to reflect the Reverse Stock Split, is presented below: Option Shares Weighted Weighted Aggregate Outstanding as of December 31, 2021 1,664,448 $ 19.10 7.5 $ 126,591 Granted 68,105 78.00 Exercised (173,889) 5.80 Expired/Forfeited (132,532) 41.60 Outstanding as of December 31, 2022 1,426,132 $ 21.45 6.5 $ 6,486 Granted 8,500 4.45 Exercised (30,685) 1.00 Expired/Forfeited (145,464) 44.02 Outstanding as of December 31, 2023 1,258,483 $ 19.22 4.5 $ 767 Exercisable, December 31, 2023 1,136,831 $ 16.93 4.2 $ 767 Vested and expected to vest as of December 31, 2023 1,258,483 $ 19.22 4.5 $ 767 |
Schedule of weighted average assumptions used in the Black-Scholes option-pricing model for stock options | The weighted-average assumptions used in the Black-Scholes option-pricing model for stock options for the years ended December 31, 2023 and 2022, were as follows: Year Ended December 31, 2023 2022 Stock price $3.70 - $5.30 $14.70 - $94.00 Expected volatility 41 % 39 - 41% Risk-free interest rate 3.75 - 4.28% 1.79 - 3.98% Expected term 5.84 - 6 years 5.92 - 6 years Expected dividend yield — % — % |
Summary of RSU activity | A summary of the Company’s RSU activity for the years ended December 31, 2023 and 2022, as adjusted to reflect the Reverse Stock Split, is presented below: RSU Shares Weighted Grant Date Fair Value Outstanding as of December 31, 2021 — $ — Granted 537,115 $ 25.60 Released (18,115) $ 23.10 Forfeited (48,132) $ 26.10 Outstanding as of December 31, 2022 470,868 $ 25.66 Granted 489,762 $ 10.19 Released (173,077) $ 25.79 Forfeited (179,524) $ 14.81 Outstanding as of December 31, 2023 608,029 $ 16.36 |
Schedule of weighted-average fair value of PSUs | The weighted-average fair value of the PSUs was determined using the Monte Carlo simulation model incorporating the following weighted-average assumptions as of grant date on May 3, 2022: Grant date stock price $ 29.80 Expected volatility 74.0 % Risk-free interest rate 2.90 % Expected term 2.8 years Expected dividend yield 0 % |
Schedule of stock based compensation expense related to options granted to employees and non employees | For the years ended December 31, 2023 and 2022, the Company recorded stock-based compensation expense related to options granted to employees and non-employees as follows (in thousands): Year Ended December 31, 2023 2022 Cost of revenue $ 187 $ 165 Research and development expense 4,124 4,400 Selling, general and administrative expense 4,261 3,678 Total stock-based compensation expense $ 8,572 $ 8,243 |
Earnout Liability (Tables)
Earnout Liability (Tables) | 12 Months Ended |
Dec. 31, 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 dates: December 31, 2023 December 31, Stock price $ 3.14 $ 12.70 Expected volatility 117.0 % 79.0 % Risk-free interest rate 5.32 % 4.42 % Expected term 1.2 years 2.1 years Expected dividend yield 0 % 0 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | (Loss) income before income taxes consisted of the following (in thousands): Year Ended December 31, 2023 2022 Domestic $ (48,606) $ 9,620 Foreign 76 (224) (Loss) income before income taxes $ (48,530) $ 9,396 |
Schedule of Components of Income Tax Expense (Benefit) | Provision for income taxes consisted of the following (in thousands): Year Ended December 31, 2023 2022 Current: Federal $ — $ — State — — Foreign 16 16 Total Current 16 16 Deferred: Federal — — State — — Foreign — — Total Deferred — — Provision for income taxes $ 16 $ 16 |
Schedule of Effective Income Tax Rate Reconciliation | Year Ended December 31, 2023 2022 U.S. federal provision (benefit) at statutory rate 21.0 % 21.0 % State taxes, net of federal benefit 1.6 (19.4) Other permanent items (0.6) (0.8) Stock-based compensation (2.7) 4.4 Research and development credits 1.1 (8.3) Transaction costs — (8.2) Change in valuation allowance (21.1) 183.5 Remeasurement of earnout liability 0.5 (172.1) Effective tax rate (0.1) % 0.2 % |
Schedule of Deferred Tax Assets and Liabilities | The Company’s deferred income tax assets and liabilities as of December 31, 2023 and 2022 were as follows (in thousands): December 31, 2023 2022 Deferred tax assets: Net operating loss carryforward $ 33,441 $ 28,199 Section 174 capitalized research and development expenses 8,851 5,489 Research and development credits 6,765 5,319 Operating lease liabilities 2,263 107 Stock-based compensation 1,592 1,373 Other 616 769 Total deferred tax assets 53,528 41,256 Valuation allowance (51,384) (41,159) Total deferred tax assets after valuation allowance 2,144 97 Deferred tax liabilities: Operating lease right-of use assets (2,144) (97) Total deferred tax liabilities (2,144) (97) Net deferred tax assets (liabilities) $ — $ — |
Schedule of Unrecognized Tax Benefits Roll Forward | The following table summarizes the aggregate changes in the total gross amount of unrecognized tax benefits (in thousands): Year Ended December 31, 2023 2022 Unrecognized tax benefits as of the beginning of the year $ 4,029 $ 2,569 Increases related to prior year tax provisions — 244 Increase related to current year tax provisions 1,059 1,216 Unrecognized tax benefits as of the end of the year $ 5,088 $ 4,029 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of components of lease expense | The components of lease expense for the years ended December 31, 2023 and 2022 were as follows (in thousands): Year Ended December 31, 2023 2022 Operating lease cost $ 3,074 $ 1,516 Variable lease cost 813 845 Total operating lease cost $ 3,887 $ 2,361 |
Schedule of supplemental cash flow information | Supplemental cash flow information for the years ended December 31, 2023 and 2022 related to leases was as follows (in thousands): Year Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Cash paid for operating leases included in operating activities $ 2,564 $ 1,838 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): December 31, 2023 December 31, 2022 Operating lease right-of-use assets $ 10,038 $ 445 Operating lease liabilities: Operating lease liabilities, current $ 1,875 $ 211 Operating lease liabilities, non-current 8,720 281 Total operating lease liabilities $ 10,595 $ 492 |
Schedule of weighted average remaining term and discount rates | Weighted average remaining term and discount rates were as follows (term in years): December 31, 2023 December 31, 2022 Weighted average remaining lease term 4.27 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, 2024 $ 3,250 2025 3,328 2026 3,324 2027 3,368 Thereafter 847 Total undiscounted lease payments $ 14,117 Less: Present value adjustment for minimum lease commitments (3,522) Net Lease Liabilities $ 10,595 |
Basic and Diluted Net Income _2
Basic and Diluted Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of denominators of basic and diluted net income (loss) per share | The following tables present reconciliations of the denominators of basic and diluted net (loss) income per share: Year Ended December 31, 2023 2022 Denominator: Weighted-average common shares outstanding – Basic 15,776,387 14,691,793 Stock options to purchase common stock and RSUs (1) — 881,052 Weighted-average common shares outstanding - Diluted 15,776,387 15,572,845 (1) Includes the weighted-average unvested shares subject to repurchase of 9,083 for the year ended December 31, 2022. |
Schedule of diluted net income (loss) per share | The following common stock equivalents were excluded from the computation of diluted net income (loss) per share for the periods presented because including them would have been antidilutive: Year Ended December 31, 2023 2022 Stock options to purchase common stock and RSUs 1,850,720 5,002,191 Preferred Stock on an as-converted basis 4,026,564 — Total 5,877,284 5,002,191 |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Narrative (Details) | 12 Months Ended | ||
Sep. 07, 2023 | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Cash and cash equivalents | $ 50,406,000 | $ 31,953,000 | |
Short-term investments | 5,969,000 | 3,703,000 | |
Accumulated deficit | 134,605,000 | 86,059,000 | |
Operating Income (Loss) | (50,703,000) | (61,448,000) | |
Cash flows from operating activities | (35,523,000) | (57,997,000) | |
Stock split, conversion ratio | 0.1 | ||
Restricted cash | 1,283,000 | 2,565,000 | |
Foreign currency transaction loss, net | $ (757,000) | (2,168,000) | |
Product warranty, term | 1 year | ||
Advertising | $ 200,000 | 400,000 | |
Impairment loss | 387,000 | 0 | |
Cash, cash equivalents and short-term investments, fair value | 33,562,000 | 10,437,000 | |
Loss contingency accrual | $ 0 | 0 | |
Minimum | |||
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Property and equipment, useful lives | 3 years | ||
Maximum | |||
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Property and equipment, useful lives | 7 years | ||
Money market funds | |||
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Cash, cash equivalents and short-term investments, fair value | $ 33,562,000 | $ 10,437,000 | |
Vendor One | Accounts Payable | Customer Concentration Risk | |||
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Concentration risk | 62% | ||
Customer A | Revenue Benchmark | Customer Concentration Risk | |||
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Concentration risk | 52% | 43% |
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 | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Customer A | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk | 52% | 43% |
Customer B | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk | 29% | |
Customer C | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk | 20% |
Description of Business and S_6
Description of Business and Summary of Significant Accounting Policies - Schedule of Concentration Risk (Details) - Revenue Benchmark - Customer Concentration Risk | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Customer A | ||
Concentration Risk [Line Items] | ||
Concentration risk | 52% | 43% |
Customer B | ||
Concentration Risk [Line Items] | ||
Concentration risk | 29% | |
Customer C | ||
Concentration Risk [Line Items] | ||
Concentration risk | 20% | |
Customer D | ||
Concentration Risk [Line Items] | ||
Concentration risk | 12% |
Description of Business and S_7
Description of Business and Summary of Significant Accounting Policies - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 50,406 | $ 31,953 | |
Restricted cash | 1,283 | 2,565 | |
Total cash, cash equivalents and restricted cash | $ 51,689 | $ 34,518 | $ 3,654 |
Business Combination -Narrative
Business Combination -Narrative (Details) | 12 Months Ended | |
Feb. 10, 2022 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) | |
Business Acquisition [Line Items] | ||
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 | $ 59,500,000 | |
Transaction costs | 40,700,000 | |
Gross proceeds | 76,100,000 | |
Business Combination | ||
Business Acquisition [Line Items] | ||
Direct and incremental costs | $ 31,700,000 | |
Transaction costs | $ 2,600,000 | $ 0 |
Revenue - Schedule of total rev
Revenue - Schedule of total revenue disaggregated by geographic region (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue by country of domicile: | ||
Revenue | $ 13,056 | $ 7,426 |
% of Revenue | 100% | 100% |
Japan | ||
Revenue by country of domicile: | ||
Revenue | $ 7,020 | $ 3,948 |
% of Revenue | 54% | 53% |
United States | ||
Revenue by country of domicile: | ||
Revenue | $ 5,459 | $ 2,400 |
% of Revenue | 42% | 32% |
China | ||
Revenue by country of domicile: | ||
Revenue | $ 386 | $ 880 |
% of Revenue | 3% | 12% |
Other | ||
Revenue by country of domicile: | ||
Revenue | $ 191 | $ 198 |
% of Revenue | 1% | 3% |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Contract liabilities | $ 400,000 | $ 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 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 04, 2022 |
Cash equivalents: | |||
Total cash equivalents | $ 33,562 | $ 10,437 | |
Short-term investments: | |||
Total short-term investments | 5,969 | 3,703 | |
Total assets measured at fair value | 39,531 | 14,140 | |
Liabilities: | |||
Warrant liability | 43 | 440 | $ 1,300 |
Earnout liability | 93 | 920 | |
Total liabilities measured at fair value | 136 | 1,360 | |
Commercial paper | |||
Short-term investments: | |||
Total short-term investments | 5,969 | ||
Corporate debt securities | |||
Short-term investments: | |||
Total short-term investments | 3,703 | ||
Money market funds | |||
Cash equivalents: | |||
Total cash equivalents | 33,562 | 10,437 | |
Level 1 | |||
Cash equivalents: | |||
Total cash equivalents | 33,562 | 10,437 | |
Short-term investments: | |||
Total short-term investments | 0 | 0 | |
Total assets measured at fair value | 33,562 | 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 | Corporate debt securities | |||
Short-term investments: | |||
Total short-term investments | 0 | ||
Level 1 | Money market funds | |||
Cash equivalents: | |||
Total cash equivalents | 33,562 | 10,437 | |
Level 2 | |||
Cash equivalents: | |||
Total cash equivalents | 0 | 0 | |
Short-term investments: | |||
Total short-term investments | 5,969 | 3,703 | |
Total assets measured at fair value | 5,969 | 3,703 | |
Liabilities: | |||
Warrant liability | 43 | 440 | |
Earnout liability | 0 | 0 | |
Total liabilities measured at fair value | 43 | 440 | |
Level 2 | Commercial paper | |||
Short-term investments: | |||
Total short-term investments | 5,969 | ||
Level 2 | Corporate debt securities | |||
Short-term investments: | |||
Total short-term investments | 3,703 | ||
Level 2 | Money market funds | |||
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 | Corporate debt securities | |||
Short-term investments: | |||
Total short-term investments | 0 | ||
Level 3 | Money market funds | |||
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 | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Gain on change in fair value of earnout liability | $ (827) | $ (74,078) |
Earnout Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance as of December 31, 2022 | 93 | $ 920 |
Gain on change in fair value of earnout liability | (827) | |
Balance as of December 31, 2023 | $ 920 |
Inventories - Schedule of inven
Inventories - Schedule of inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 1,182 | $ 1,179 |
Work-in-process | 876 | 1,141 |
Finished goods | 338 | 665 |
Total inventories | $ 2,396 | $ 2,985 |
Inventories - Narrative (Detail
Inventories - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | ||
Inventory write-down | $ 1 | $ 0.4 |
Prepaid expenses and other cu_3
Prepaid expenses and other current assets (Details) - Schedule of prepaid expense and other current assets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid insurance | $ 365 | $ 2,533 |
Other prepaid expenses | 737 | 1,376 |
Deferred transaction costs | 0 | 993 |
Payroll tax receivable | 0 | 865 |
Other current assets | 151 | 505 |
Total prepaid expense and other current assets | $ 1,253 | $ 6,272 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - Schedule of property and equipment - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, and equipment | $ 2,722 | $ 1,851 |
Less: accumulated depreciation and amortization | (1,272) | (869) |
Total property and equipment, net | 1,450 | 982 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, and equipment | 2,326 | 1,445 |
Automobiles | ||
Property, Plant and Equipment [Line Items] | ||
Property, and equipment | 45 | 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 Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization | $ 496 | $ 344 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of accrued expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued payroll | $ 878 | $ 1,300 |
Accrued expenses and taxes | 2,798 | 375 |
Deferred revenue | 367 | 525 |
Warranty reserve | 23 | 65 |
Total accrued expenses and other current liabilities | 4,066 | $ 2,265 |
Accrual for contractual liabilities from production cancellations | $ 2,200 |
Debt (Details)
Debt (Details) $ / shares in Units, $ in Thousands, ¥ in Millions | 12 Months Ended | |||||
Nov. 07, 2022 | Oct. 27, 2022 USD ($) businessDay | Jan. 04, 2022 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Oct. 27, 2022 JPY (¥) | |
Short-Term Debt [Line Items] | ||||||
Aggregate warrants to purchase of shares (in shares) | shares | 96,998 | |||||
Warrant liability | $ 1,300 | $ 43 | $ 440 | |||
Loss on extinguishment of debt | 1,123 | 958 | ||||
Secured Term Loan Agreement With Koito | Affiliated Entity | ||||||
Short-Term Debt [Line Items] | ||||||
Foreign currency transaction loss | 800 | 4,300 | ||||
Secured Debt | Secured Term Loan Agreement With Koito | Affiliated Entity | ||||||
Short-Term Debt [Line Items] | ||||||
Interest expense | 300 | 800 | ||||
Loss on extinguishment of debt | 1,100 | |||||
Secured Debt | Secured Term Loan Agreement With Koito | Secured Debt | Affiliated Entity | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument, face amount | $ 39,400 | ¥ 5,800 | ||||
Interest rate | 1% | 1% | ||||
Debt discount | $ 2,000 | |||||
Trinity Loan Agreement | ||||||
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 | |||||
Warrant liability | $ 1,300 | |||||
Trinity Loan Agreement | Loans Payable | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument, face amount | $ 25,000 | |||||
Interest rate | 10.75% | |||||
Borrowings | $ 10,000 | |||||
Debt discount | $ 300 | |||||
Interest expense | 2,000 | |||||
Prepayment penalty | 1.50% | |||||
End of term payment | 2.50% | |||||
Loss on extinguishment of debt | $ 1,000 | |||||
Trinity Loan Agreement | Prime Rate | Loans Payable | ||||||
Short-Term Debt [Line Items] | ||||||
Variable interest rate | 7% | |||||
Secured Term Loan Agreement | Secured Debt | Affiliated Entity | ||||||
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 Millions | Jan. 19, 2023 | Oct. 27, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 09, 2022 | Dec. 31, 2021 |
Temporary Equity [Line Items] | ||||||
Convertible preferred stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||
Convertible preferred stock, shares issued (in shares) | 100,000 | 0 | ||||
Convertible preferred stock, aggregate liquidation preference | $ 104.1 | |||||
Issuance of stock, transaction fees, financial advisory and legal expenses | $ 1.1 | |||||
Convertible preferred stock, shares outstanding (in shares) | 100,000 | 0 | 5,307,857 | |||
Convertible preferred stock, shares authorized (in shares) | 5,000,000 | |||||
Optional redemption, repurchase notification period | 30 days | |||||
Preferred Stock, Put Right, Conversion Percentage | 110% | |||||
Preferred Stock, Fundamental Change, Voting Power | 50% | |||||
Preferred Stock, Fundamental Change, Agreements Exceeding Percent | 10% | |||||
Convertible Preferred Stock | ||||||
Temporary Equity [Line Items] | ||||||
Convertible preferred stock, aggregate liquidation preference | $ 104.1 | |||||
Convertible Preferred Stock | Purchase Agreement | ||||||
Temporary Equity [Line Items] | ||||||
Preferred stock, paid-in-kind, dividend rate | 4.25% | |||||
Preferred stock, dividend rate | 3.25% | |||||
Conversion price (in Dollars per share) | $ 25.85 | |||||
Convertible Preferred Stock | Affiliated Entity | Purchase Agreement | ||||||
Temporary Equity [Line Items] | ||||||
Convertible preferred stock, par value (in Dollars per share) | $ 0.00001 | |||||
Convertible preferred stock, shares issued (in shares) | 100,000 | |||||
Convertible preferred stock, aggregate liquidation preference | $ 100 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Details) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Nov. 24, 2021 USD ($) salesPrice salesPriceDay shares | Dec. 31, 2023 USD ($) vote $ / shares shares | Dec. 31, 2022 $ / shares shares | |
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||
Common stock vote per share | vote | 1 | ||
Common stock, shares authorized (in shares) | 35,000,000 | ||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | |
Common stock, outstanding (in shares) | 15,861,494 | 15,674,781 | |
Common stock, shares issued (in shares) | 15,861,494 | 15,674,781 | |
Purchase Agreement | |||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||
Purchase agreement | $ | $ 100 | $ 1.7 | |
Transaction period | 36 months | ||
Number of lowest closing common stock sales price | salesPrice | 3 | ||
Average sales price, consecutive days | salesPriceDay | 10 | ||
Shares issued in transaction (in shares) | 114,251 | 114,251 | |
Commitment fee obligation period | 180 days | ||
Class A Stock | |||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||
Common stock, shares authorized (in shares) | 35,000,000 | ||
Class A Stock | Purchase Agreement | |||
Stockholders’ Equity (Deficit) (Details) [Line Items] | |||
Shares issued in transaction (in shares) | 5,000 | ||
Additional shares issued in transaction (in shares) | 15,000 | ||
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 | 12 Months Ended | |||
Feb. 10, 2022 shares | Mar. 26, 2024 shares | Dec. 31, 2023 USD ($) tradingDay $ / shares shares | Dec. 31, 2022 USD ($) tranche $ / shares shares | Jul. 05, 2016 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Stock available for future issuance (in shares) | shares | 0 | ||||
Weighted-average grant-date fair value (in usd per share) | $ / shares | $ 2.03 | $ 3.15 | |||
Options, exercised, intrinsic value | $ 100 | $ 4,800 | |||
Expected dividend yield | 0% | 0% | |||
Capitalized share-based compensation | $ 200 | 200 | |||
Additional compensation expense due to modifications | 8,572 | 8,243 | |||
Nonemployee | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Additional compensation expense due to modifications | $ 400 | ||||
Stock Options | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Option expiration period | 10 years | ||||
Unrecognized stock based compensation | $ 2,700 | $ 9,000 | |||
Compensation expense recognition period | 1 year 3 months 18 days | 2 years | |||
Expected dividend yield | 0% | 0% | |||
Stock Options | Share-Based Payment Arrangement, Tranche One | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Vesting | 25% | ||||
Stock Options | Share-Based Payment Arrangement, Tranche Two | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Vesting period | 36 months | ||||
Vesting | 75% | ||||
Restricted Stock Units (RSUs) | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Unrecognized stock based compensation | $ 6,700 | $ 9,300 | |||
Compensation expense recognition period | 2 years | 2 years 3 months 18 days | |||
Intrinsic value | $ 1,900 | $ 6,000 | |||
Granted (in shares) | shares | 489,762 | 537,115 | |||
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 1 month 6 days | ||||
Expected dividend yield | 0% | ||||
Granted (in shares) | shares | 12,300 | ||||
Market-based vesting tranches | tranche | 2 | ||||
Fair value | $ 100 | ||||
Weighted average grant date fair value (in Dollars per share) | $ / shares | $ 9.77 | ||||
Performance Shares | Subsequent Event | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Shares cancelled (in shares) | shares | 5,600 | ||||
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 usd per share) | $ / shares | $ 150 | ||||
Market capitalization | $ 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 usd per share) | $ / shares | $ 175 | ||||
Market capitalization | $ 2,500,000 | ||||
Service period | 22 months | ||||
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 | 1,512,314 | 1,825,809 | |||
Purchase price percent of common stock | 2% | ||||
Conversion of RSUs to common stock (in shares) | shares | 1 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of employee and nonemployee stock option activity (Details) - Stock Options - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Shares | |||
Beginning balance (in shares) | 1,426,132 | 1,664,448 | |
Granted (in shares) | 8,500 | 68,105 | |
Exercised (in shares) | (30,685) | (173,889) | |
Expired/Forfeited (in shares) | (145,464) | (132,532) | |
Ending balance (in shares) | 1,258,483 | 1,426,132 | 1,664,448 |
Shares, Exercisable (in shares) | 1,136,831 | ||
Shares, Vested and expected to vest (in shares) | 1,258,483 | ||
Weighted Average Exercise Price | |||
Beginning balance (in Dollars per share) | $ 21.45 | $ 19.10 | |
Granted (in Dollars per share) | 4.45 | 78 | |
Exercised (in Dollars per share) | 1 | 5.80 | |
Expired/Forfeited (in Dollars per share) | 44.02 | 41.60 | |
Ending balance (in Dollars per share) | 19.22 | $ 21.45 | $ 19.10 |
Weighted Average Exercise Price, Exercisable (in Dollars per share) | 16.93 | ||
Vested and expected to vest (in Dollars per share) | $ 19.22 | ||
Weighted Average Remaining Contract Term (in years) | |||
Outstanding | 4 years 6 months | 6 years 6 months | 7 years 6 months |
Exercisable | 4 years 2 months 12 days | ||
Vested and expected to vest | 4 years 6 months | ||
Aggregate Intrinsic Value (in thousands) | |||
Outstanding | $ 767 | $ 6,486 | $ 126,591 |
Exercisable | 767 | ||
Vested and expected to vest | $ 767 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Valuation Assumptions (Details) - $ / shares | 12 Months Ended | ||
Feb. 10, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Current stock price (in usd per share) | $ 12.70 | $ 3.14 | |
Expected volatility | 79% | 117% | |
Risk-free interest rate | 4.42% | 5.32% | |
Expected term | 2 years 1 month 6 days | 1 year 2 months 12 days | |
Expected dividend yield | 0% | 0% | |
Minimum | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Current stock price (in usd per share) | $ 3.70 | $ 14.70 | |
Maximum | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Current stock price (in usd per share) | $ 5.30 | $ 94 | |
Stock Options | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expected volatility | 41% | ||
Expected dividend yield | 0% | 0% | |
Stock Options | Minimum | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expected volatility | 39% | ||
Risk-free interest rate | 3.75% | 1.79% | |
Expected term | 5 years 10 months 2 days | 5 years 11 months 1 day | |
Stock Options | Maximum | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expected volatility | 41% | ||
Risk-free interest rate | 4.28% | 3.98% | |
Expected term | 6 years | 6 years | |
Performance Shares | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Current stock price (in usd per share) | $ 29.80 | ||
Expected volatility | 74% | ||
Risk-free interest rate | 2.90% | ||
Expected term | 2 years 9 months 18 days | ||
Expected dividend yield | 0% |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Restricted Stock (Details) - Restricted Stock Units (RSUs) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Shares | ||
Outstanding, beginning balance (in shares) | 470,868 | 0 |
Granted (in shares) | 489,762 | 537,115 |
Released (in shares) | (173,077) | (18,115) |
Forfeited (in shares) | (179,524) | (48,132) |
Outstanding, ending balance (in shares) | 608,029 | 470,868 |
Weighted Grant Date Fair Value | ||
Outstanding, beginning balance (in Dollars per share) | $ 25.66 | $ 0 |
Granted (in Dollars per share) | 10.19 | 25.60 |
Released (in Dollars per share) | 25.79 | 23.10 |
Forfeited (in Dollars per share) | 14.81 | 26.10 |
Outstanding, ending balance (in Dollars per share) | $ 16.36 | $ 25.66 |
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 | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 8,572 | $ 8,243 |
Cost of revenue | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation expense | 187 | 165 |
Research and development expense | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation expense | 4,124 | 4,400 |
Selling, general and administrative expense | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 4,261 | $ 3,678 |
Earnout Liability - Narrative (
Earnout Liability - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Feb. 10, 2022 | Dec. 31, 2023 USD ($) tradingDay segment $ / shares shares | Dec. 31, 2022 USD ($) | |
Earnout Liability (Details) [Line Items] | |||
Period of contingency | 3 years | ||
Gain on change in fair value of earnout liability | $ | $ 827 | $ 74,078 | |
Earnout liability | $ | $ 93 | $ 920 | |
Expected dividend yield | 0% | 0% | |
Class A Stock | Share Price Two | |||
Earnout Liability (Details) [Line Items] | |||
Trading days threshold | tradingDay | 20 | ||
Consecutive trading days threshold | tradingDay | 30 | ||
Number of shares (in shares) | shares | 600,000 | ||
Class A Stock | Business Combination | Share Price One | |||
Earnout Liability (Details) [Line Items] | |||
Exceeds price per share (in Dollars per share) | $ / shares | $ 150 | ||
Trading days threshold | segment | 20 | ||
Consecutive trading days threshold | segment | 30 | ||
Number of shares (in shares) | shares | 700,000 | ||
Class A Stock | Business Combination | Share Price Two | |||
Earnout Liability (Details) [Line Items] | |||
Exceeds price per share (in Dollars per share) | $ / shares | $ 175 |
Earnout Liability - Schedule of
Earnout Liability - Schedule of assumptions used in estimating the fair value of the earnout liability (Details) - $ / shares | 12 Months Ended | |
Feb. 10, 2022 | Dec. 31, 2023 | |
Disclosure Of Earnout Liability [Abstract] | ||
Current stock price (in usd per share) | $ 12.70 | $ 3.14 |
Expected volatility | 79% | 117% |
Risk-free interest rate | 4.42% | 5.32% |
Expected term | 2 years 1 month 6 days | 1 year 2 months 12 days |
Expected dividend yield | 0% | 0% |
Period of contingency | 3 years |
Warrants (Details)
Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Jan. 04, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 09, 2022 | Aug. 31, 2019 | |
Warrants (Details) [Line Items] | |||||
Warrants exercise price (in Dollars per share) | $ 16.89 | $ 0.01 | |||
Warrants, redemption notice | 30 days | ||||
Warrants, trading days threshold | 20 days | ||||
Warrants, consecutive trading days threshold | 30 days | ||||
Fair value adjustment of warrants | $ 700 | ||||
Aggregate warrants to purchase of shares (in shares) | 96,998 | ||||
Warrant liability | $ 1,300 | $ 43 | 440 | ||
Private Placement Warrants | |||||
Warrants (Details) [Line Items] | |||||
Fair value adjustment of warrants | $ 400 | $ 2,100 | |||
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) | 8,625,000 | ||||
Warrants , term | 5 years | ||||
Class A Stock | |||||
Warrants (Details) [Line Items] | |||||
Price per share (in Dollars per share) | $ 180 | ||||
Class A Stock | IPO | |||||
Warrants (Details) [Line Items] | |||||
Number of shares per warrant (in shares) | 10 | ||||
Price per share (in Dollars per share) | $ 115 | ||||
Business Combination | |||||
Warrants (Details) [Line Items] | |||||
Warrants (in shares) | 60,000 | ||||
Business Combination | Private Placement Warrants | |||||
Warrants (Details) [Line Items] | |||||
Fair value of private placement | $ 2,600 | ||||
Sponsor | Purchase Agreement | |||||
Warrants (Details) [Line Items] | |||||
Private placement warrants (in shares) | 5,175,000 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Contingency [Line Items] | |||
Valuation balance allowance increase | $ 10,200 | $ 17,300 | |
Operating loss carryforwards, expiration period | 20 years | ||
Unrecognized tax benefits | $ 5,088 | 4,029 | $ 2,569 |
Domestic Tax Authority | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards | 144,900 | 119,800 | |
Domestic Tax Authority | Research Tax Credit Carryforward | |||
Income Tax Contingency [Line Items] | |||
Tax credit carryforwards | 5,800 | 4,300 | |
Domestic Tax Authority | Operating Loss Carryforward Through 2037 | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards | 7,600 | 7,600 | |
State and Local Jurisdiction | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards | 44,700 | 46,400 | |
State and Local Jurisdiction | Research Tax Credit Carryforward | |||
Income Tax Contingency [Line Items] | |||
Tax credit carryforwards | $ 6,900 | $ 5,800 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Before Income Tax, Domestic and Foreign (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (48,606) | $ 9,620 |
Foreign | 76 | (224) |
(Loss) income before income taxes | $ (48,530) | $ 9,396 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 33,441 | $ 28,199 |
Section 174 capitalized research and development expenses | 8,851 | 5,489 |
Research and development credits | 6,765 | 5,319 |
Operating lease liabilities | 2,263 | 107 |
Stock-based compensation | 1,592 | 1,373 |
Other | 616 | 769 |
Total deferred tax assets | 53,528 | 41,256 |
Valuation allowance | (51,384) | (41,159) |
Total deferred tax assets | 2,144 | 97 |
Deferred Tax Liabilities, Leasing Arrangements | 2,144 | 97 |
Deferred tax liabilities: | ||
Total deferred tax liabilities | (2,144) | (97) |
Net deferred tax assets (liabilities) | $ 0 | $ 0 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Foreign | 16 | 16 |
Total Current | 16 | 16 |
Deferred: | ||
Federal | 0 | 0 |
State | 0 | 0 |
Foreign | 0 | 0 |
Total Deferred | 0 | 0 |
Provision for income taxes | $ 16 | $ 16 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal provision (benefit) at statutory rate | 21% | 21% |
State taxes, net of federal benefit | 1.60% | (19.40%) |
Other permanent items | (0.60%) | (0.80%) |
Stock-based compensation | (2.70%) | 4.40% |
Research and development credits | 1.10% | (8.30%) |
Transaction costs | 0% | (8.20%) |
Change in valuation allowance | (21.10%) | 183.50% |
Remeasurement of earnout liability | 0.50% | (172.10%) |
Effective tax rate | (0.10%) | 0.20% |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits as of the beginning of the year | $ 4,029 | $ 2,569 |
Increases related to prior year tax provisions | 0 | 244 |
Increase related to current year tax provisions | 1,059 | 1,216 |
Unrecognized tax benefits as of the end of the year | $ 5,088 | $ 4,029 |
Leases - Narrative (Details)
Leases - Narrative (Details) | Dec. 31, 2023 |
Leases [Abstract] | |
Lease term | 1 year |
Leases (Details) - Schedule of
Leases (Details) - Schedule of components of lease expense - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating lease cost | $ 3,074 | $ 1,516 |
Variable lease cost | 813 | 845 |
Total operating lease cost | $ 3,887 | $ 2,361 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of supplemental cash flow information - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Cash paid for operating leases included in operating activities | $ 2,564 | $ 1,838 |
Right of use assets obtained in exchange for lease obligations: | ||
Operating leases | $ 11,190 | $ 1,827 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of supplemental balance sheet information related to leases - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating lease right-of-use assets: | ||
Operating lease right-of-use assets | $ 10,038 | $ 445 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets |
Operating lease liabilities: | ||
Operating lease liabilities, current | $ 1,875 | $ 211 |
Operating lease liabilities, non-current | 8,720 | 281 |
Total operating lease liabilities | $ 10,595 | $ 492 |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of weighted average remaining term and discount rates | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Weighted average remaining lease term | 4 years 3 months 7 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 - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2024 | $ 3,250 | |
2025 | 3,328 | |
2026 | 3,324 | |
2027 | 3,368 | |
Thereafter | 847 | |
Total undiscounted lease payments | 14,117 | |
Less: Present value adjustment for minimum lease commitments | (3,522) | |
Net Lease Liabilities | $ 10,595 | $ 492 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Loss Contingencies [Line Items] | ||
Loss contingency accrual | $ 0 | $ 0 |
Cancellation Of Project Contracts With Manufacturers | Minimum | ||
Loss Contingencies [Line Items] | ||
Loss contingency accrual | 0 | |
Cancellation Of Project Contracts With Manufacturers | Maximum | ||
Loss Contingencies [Line Items] | ||
Loss contingency accrual | $ 1,300,000 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands, ¥ in Millions | 12 Months Ended | ||||||
Jan. 19, 2023 USD ($) designee shares | Oct. 27, 2022 USD ($) businessDay | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares | Dec. 21, 2023 | Nov. 27, 2022 USD ($) | Oct. 27, 2022 JPY (¥) | |
Related Party Transaction [Line Items] | |||||||
Convertible preferred stock, shares issued (in shares) | shares | 100,000 | 0 | |||||
Revenues | $ 13,056 | $ 7,426 | |||||
Accounts receivables | $ 3,625 | $ 1,301 | |||||
Customer A | Revenue Benchmark | Customer Concentration Risk | |||||||
Related Party Transaction [Line Items] | |||||||
Concentration risk | 52% | 43% | |||||
Affiliated Entity | |||||||
Related Party Transaction [Line Items] | |||||||
Proposed percentage of outstanding shares to be acquired | 100% | ||||||
Revenues | $ 6,700 | $ 3,200 | |||||
Accounts receivables | $ 2,100 | $ 1,000 | |||||
Affiliated Entity | Customer A | Revenue Benchmark | Customer Concentration Risk | |||||||
Related Party Transaction [Line Items] | |||||||
Concentration risk | 52% | 43% | |||||
Affiliated Entity | Warrants | Purchase Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Convertible preferred stock, shares issued (in shares) | shares | 100,000 | ||||||
Consideration received on transaction | $ 100,000 | ||||||
Affiliated Entity | Secured Term Loan Agreement With Koito | |||||||
Related Party Transaction [Line Items] | |||||||
Foreign currency transaction loss | $ (800) | $ (4,300) | |||||
Affiliated Entity | Secured Term Loan Agreement With Koito | Secured Debt | |||||||
Related Party Transaction [Line Items] | |||||||
Interest expense | 300 | $ 800 | |||||
Affiliated Entity | Secured Term Loan Agreement With Koito | Secured Debt | Line of Credit | |||||||
Related Party Transaction [Line Items] | |||||||
Debt discount | $ 2,000 | ||||||
Affiliated Entity | Secured Term Loan Agreement With Koito | Secured Debt | Secured Debt | |||||||
Related Party Transaction [Line Items] | |||||||
Debt instrument, face amount | $ 39,400 | ¥ 5,800 | |||||
Interest rate | 1% | 1% | |||||
Maturity after closing of transaction | businessDay | 3 | ||||||
Debt discount | $ 2,000 | ||||||
Related Party | Assignment To Board Of Directors | |||||||
Related Party Transaction [Line Items] | |||||||
Designees on company's board | designee | 2 |
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 | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Weighted-average common shares, basic (in shares) | 15,776,387 | 14,691,793 |
Stock options to purchase common stock and RSUs (in shares) | 0 | 881,052 |
Weighted-average common shares outstanding - Diluted (in shares) | 15,776,387 | 15,572,845 |
Weighted average unvested shares (in shares) | 9,083 |
Basic and Diluted Net Income _4
Basic and Diluted Net Income (Loss) Per Share - Schedule of diluted net income (loss) per share (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of EPS (in shares) | 5,877,284 | 5,002,191 |
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) | 1,850,720 | 5,002,191 |
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) | 4,026,564 | 0 |
Basic and Diluted Net Income _5
Basic and Diluted Net Income (Loss) Per Share - Narrative (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of EPS (in shares) | 5,877,284 | 5,002,191 |
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 | 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 |
Common Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of EPS (in shares) | 1,380,000 | 1,380,000 |
Segments (Details)
Segments (Details) | 12 Months Ended |
Dec. 31, 2023 segment | |
Segments (Details) [Line Items] | |
Number of operating segments | 1 |
United States | |
Segments (Details) [Line Items] | |
Long lived assets, percentage | 100% |