Cepton (CPTN) 10-Q 13 Aug 24 2024 Q2 Quarterly report Financial data

Cover Page

Cover Page - shares	6 Months Ended
	Jun. 30, 2024	Aug. 01, 2024
Entity Listings [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity Registrant Name	Cepton, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39959
Entity Tax Identification Number	27-2447291
Entity Address, Address Line One	399 West Trimble Road
Entity Address, City or Town	San Jose
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95131
City Area Code	408
Local Phone Number	459-7579
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		16,043,207
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001498233
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Common stock, par value $0.00001 per share
Entity Listings [Line Items]
Title of 12(b) Security	Common stock, par value $0.00001 per share
Trading Symbol	CPTN
Security Exchange Name	NASDAQ
Redeemable warrants, exercisable for common stock at an exercise price of $115.00 per share, subject to adjustment
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable warrants, exercisable for common stock at an exercise price of $115.00 per share, subject to adjustment
Trading Symbol	CPTNW
Security Exchange Name	NASDAQ

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 56,021	$ 50,406
Short-term investments	0	5,969
Accounts receivable, net of allowance for credit losses of $0 and $0 (including $0 and $2,121 from a related party)	333	3,625
Inventories	1,235	2,396
Prepaid expenses and other current assets	3,393	1,253
Total current assets	60,982	63,649
Property and equipment, net	1,249	1,450
Restricted cash	1,283	1,283
Other assets	9,167	10,067
Total assets	72,681	76,449
Current liabilities:
Accounts payable	2,877	1,128
Operating lease liabilities, current	2,045	1,875
Accrued expenses and other current liabilities (including $2,200 and $385 with a related party)	3,833	4,066
Total current liabilities	8,755	7,069
Warrant liability	61	43
Earnout liability	34	93
Operating lease liabilities, non-current	7,635	8,720
Total liabilities	16,485	15,925
Commitments and contingencies (Note 17)
Convertible preferred stock with a related party:
Convertible preferred stock – Par value $0.00001 per share – 5,000,000 shares authorized; 100,000 shares issued and outstanding (aggregate liquidation preference of $106.3 million and $104.1 million)	98,891	98,891
Stockholders’ equity (deficit):
Common stock	0	0
Additional paid-in capital	98,913	96,583
Accumulated other comprehensive loss	(351)	(345)
Accumulated deficit	(141,257)	(134,605)
Total stockholders’ equity (deficit)	(42,695)	(38,367)
Total liabilities, convertible preferred stock and stockholders’ equity (deficit)	$ 72,681	$ 76,449

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
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	5,000,000
Convertible preferred stock, shares issued (in shares)	100,000
Convertible preferred stock, shares outstanding (in shares)	100,000	100,000
Convertible preferred stock, aggregate liquidation preference	$ 106,300	$ 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)	16,043,207	15,861,494
Common stock, outstanding (in shares)	16,043,207	15,861,494
Accounts receivable, allowance for doubtful accounts	$ 0	$ 0
Accrued expenses and other current liabilities (including $2,200 and $385 with a related party)	3,833	4,066
Related Party
Accrued expenses and other current liabilities (including $2,200 and $385 with a related party)	$ 2,200	$ 385

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Total revenue	$ 10,428	$ 2,787	$ 12,374	$ 4,272
Cost of Revenues	4,074	2,353	5,597	3,912
Gross profit	6,354	434	6,777	360
Operating expenses:
Research and development	3,234	9,365	8,888	16,603
Selling, general and administrative	3,709	6,185	9,973	12,916
Total operating expenses	6,943	15,550	18,861	29,519
Operating loss	(589)	(15,116)	(12,084)	(29,159)
Other income (expense):
Gain (loss) on change in fair value of earnout liability	59	(26)	59	736
Loss (gain) on change in fair value of warrant liability	(11)	36	(18)	130
Other income, net	88	2	4,110	21
Loss on extinguishment of debt	0	0	0	(1,123)
Foreign currency transaction loss, net	0	0	0	(750)
Interest income, net	613	917	1,267	1,216
Income (loss) before income taxes	160	(14,187)	(6,666)	(28,929)
Benefit (provision) for income taxes	21	(3)	14	(3)
Net income (loss)	181	(14,190)	(6,652)	(28,932)
Less: cumulative preferred stock dividends	(1,118)	(1,071)	(2,224)	(1,909)
Net loss attributable to common stockholders	$ (937)	$ (15,261)	$ (8,876)	$ (30,841)
Net income (loss) per share, basic (in Dollars per share)	$ (0.06)	$ (0.97)	$ (0.56)	$ (1.96)
Net income (loss) per share, diluted (in Dollars per share)	$ (0.06)	$ (0.97)	$ (0.56)	$ (1.96)
Weighted-average common shares, basic (in shares)	15,978,032	15,737,917	15,933,150	15,708,102
Weighted-average common shares, diluted (in shares)	15,978,032	15,737,917	15,933,150	15,708,102
Net income (loss)	$ 181	$ (14,190)	$ (6,652)	$ (28,932)
Other comprehensive (loss) income, net of tax:
Changes in unrealized (loss) gain on available-for-sale securities	0	(11)	6	6
Foreign currency translation adjustments	(2)	(4)	(12)	16
Total other comprehensive (loss) income, net of tax	(2)	(15)	(6)	22
Comprehensive income (loss)	179	(14,205)	(6,658)	(28,910)
Product
Revenue	374	2,771	1,515	4,011
Cost of Revenues	976	2,348	2,188	3,796
Development Revenue
Revenue	10,054	16	10,859	261
Cost of Revenues	$ 3,098	$ 5	$ 3,409	$ 116

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Operations and Comp-rehensive Income (Loss) (Parenthetical) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Net loss	$ 181	$ (14,190)	$ (6,652)	$ (28,932)
Related Party
Revenue	10,100	1,200	11,400	2,100
Product
Revenue	374	2,771	1,515	4,011
Product | Related Party
Revenue	137	1,214	694	1,859
Development Revenue
Revenue	10,054	16	10,859	261
Development Revenue | Related Party
Revenue	$ 10,000	$ 6	$ 10,750	$ 234

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Unaudited) - USD ($) $ in Thousands	Total	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit	Common Stock Common Stock	Common Stock Common Stock SVB Warrants
Beginning balance (in shares) at Dec. 31, 2022	0
Beginning balance at Dec. 31, 2022	$ 0
Ending balance (in shares) at Mar. 31, 2023	100,000
Ending balance at Mar. 31, 2023	$ 98,891
Balance (in shares) at Dec. 31, 2022					15,674,781
Balance at Dec. 31, 2022	1,633	$ 88,058	$ (366)	$ (86,059)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of warrants (in shares)						0
Exercise of stock options (in shares)					9,638
Exercise of stock options and release of RSUs	8	8
Stock-based compensation expense	2,280	2,280
Share-Based Payment Arrangement, Decrease for Tax Withholding Obligation	(63)	(63)
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation					(23,528)
Unrealized gain on available-for-sale investments	17		17
Cumulative Translation Adjustment, Net of Tax, Period Increase (Decrease)	20		20
Net income (loss)	(14,742)			(14,742)
Balance (in shares) at Mar. 31, 2023					15,684,419
Balance at Mar. 31, 2023	$ (10,784)	90,346	(329)	(100,801)	$ 0
Ending balance (in shares) at Jun. 30, 2023	100,000
Ending balance at Jun. 30, 2023	$ 98,891
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)					157,049
Exercise of stock options and release of RSUs	5	5
Stock-based compensation expense	2,362	2,362
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation					(17,049)
Unrealized gain on available-for-sale investments	(11)		(11)
Cumulative Translation Adjustment, Net of Tax, Period Increase (Decrease)	(4)		(4)
Net income (loss)	(14,190)			(14,190)
Balance (in shares) at Jun. 30, 2023					15,824,419
Balance at Jun. 30, 2023	(22,685)	92,650	(344)	(114,991)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Consideration to be received on transaction	$ (63)	(63)
Beginning balance (in shares) at Dec. 31, 2023	100,000
Beginning balance at Dec. 31, 2023	$ 98,891
Ending balance (in shares) at Mar. 31, 2024	100,000
Ending balance at Mar. 31, 2024	$ 98,891
Balance (in shares) at Dec. 31, 2023					15,861,494
Balance at Dec. 31, 2023	(38,367)	96,583	(345)	(134,605)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)					82,951
Exercise of stock options and release of RSUs	0	0
Stock-based compensation expense	926	926
Unrealized gain on available-for-sale investments	6		6
Cumulative Translation Adjustment, Net of Tax, Period Increase (Decrease)	(10)		(10)
Net income (loss)	(6,833)			(6,833)
Balance (in shares) at Mar. 31, 2024					15,920,917
Balance at Mar. 31, 2024	$ (44,341)	97,446	(349)	(141,438)	$ 0
Beginning balance (in shares) at Dec. 31, 2023	100,000
Beginning balance at Dec. 31, 2023	$ 98,891
Ending balance (in shares) at Jun. 30, 2024	100,000
Ending balance at Jun. 30, 2024	$ 98,891
Balance (in shares) at Dec. 31, 2023					15,861,494
Balance at Dec. 31, 2023	$ (38,367)	96,583	(345)	(134,605)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)	3,896
Balance (in shares) at Jun. 30, 2024					16,043,207
Balance at Jun. 30, 2024	$ (42,695)	98,913	(351)	(141,257)	$ 0
Beginning balance (in shares) at Mar. 31, 2024	100,000
Beginning balance at Mar. 31, 2024	$ 98,891
Ending balance (in shares) at Jun. 30, 2024	100,000
Ending balance at Jun. 30, 2024	$ 98,891
Balance (in shares) at Mar. 31, 2024					15,920,917
Balance at Mar. 31, 2024	(44,341)	97,446	(349)	(141,438)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)					134,162
Exercise of stock options and release of RSUs	4	4
Stock-based compensation expense	1,498	1,498
Share-Based Payment Arrangement, Decrease for Tax Withholding Obligation	(35)	(35)
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation					(11,872)
Unrealized gain on available-for-sale investments	0		0
Cumulative Translation Adjustment, Net of Tax, Period Increase (Decrease)	(2)		(2)
Net income (loss)	181			181
Balance (in shares) at Jun. 30, 2024					16,043,207
Balance at Jun. 30, 2024	$ (42,695)	$ 98,913	$ (351)	$ (141,257)	$ 0

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (6,652)	$ (28,932)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	204	235
Stock-based compensation	2,424	4,654
Amortization of right-of-use asset	826	773
Gain on sales of property and equipment	(60)	0
Accretion, other	(25)	(373)
Gain (loss) on change in fair value of earnout liability	(59)	(736)
Loss (gain) on change in fair value of warrant liability	18	(130)
Foreign currency transaction loss, net	0	750
Loss from extinguishment of debt	0	1,123
Changes in operating assets and liabilities:
Accounts receivable, net (including $2,121 and $207 from a related party)	3,292	(791)
Inventories	1,161	(1,216)
Prepaid expenses and other current assets	(2,140)	1,958
Other long-term assets	74	202
Accounts payable	1,749	741
Accrued expenses and other current liabilities (including $1,815 and $215 from a related party)	(232)	791
Operating lease liabilities	(915)	(289)
Net cash used in operating activities	(335)	(21,240)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(3)	(1,186)
Purchases of short-term investments	0	(37,806)
Proceeds from sales of property and equipment	60	0
Proceeds from maturities of short-term investments	6,000	5,200
Net cash provided by (used in) investing activities	6,057	(33,792)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible preferred stock with a related party, net of transaction costs	0	99,884
Repayment of secured term loan from a related party	0	(45,220)
Proceeds from issuance of common stock options	4	13
Payments of employee taxes related to vested restricted stock units	(98)	(63)
Net cash (used in) provided by financing activities	(94)	54,614
Effect of exchange rate changes on cash	(13)	429
Net increase in cash, cash equivalents and restricted cash	5,615	11
Cash, cash equivalents and restricted cash, beginning of period	51,689	34,518
Cash, cash equivalents and restricted cash, end of period	57,304	34,529
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest	0	63
Cash paid for income taxes	7	0
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION
Capital Expenditures Incurred but Not yet Paid	3	0
Operating leases	$ 0	$ 11,190

Condensed Consolidated Statem_5

Condensed Consolidated Statements of Cash Flows (Unaudited) (Parentheticals) (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Change in accounts receivables	$ (3,292)	$ 791
Change in accrued expenses and other current liabilities	(232)	791
Related Party
Change in accounts receivables	(2,121)	(207)
Change in accrued expenses and other current liabilities	$ 1,815	$ 215

Description of Business and Sum

Description of Business and Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Description of Business and Summary of Significant Accounting Policies	Description of Business and Summary of Significant Accounting Policies Description of Business Cepton, Inc., and its wholly owned subsidiaries, (collectively, the “Company”) formerly known as Growth Capital Acquisition Corp. (“GCAC”), was originally incorporated in Delaware on January 4, 2010, under the name PinstripesNYS, Inc. GCAC changed its name to Growth Capital Acquisition Corp. on February 14, 2020. GCAC was a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or other similar business combination with one or more target businesses. On February 2, 2021, the Company consummated its initial public offering (the “IPO”), following which its shares began trading on the Nasdaq Stock Market (“Nasdaq”). On August 4, 2021, GCAC entered into a Business Combination Agreement (as amended, the “Merger Agreement”) with Cepton Technologies, Inc. (“Legacy Cepton”) and GCAC Merger Sub Inc., a wholly owned subsidiary of GCAC. On February 10, 2022, the transactions contemplated by the Merger Agreement (the “Business Combination”) were consummated. In connection with the closing of the Business Combination, GCAC changed its name to Cepton, Inc. and its shares and public warrants began trading on Nasdaq under the symbols “CPTN” and “CPTNW”, respectively. As a result of the Business Combination, Cepton, Inc. became the owner, directly or indirectly, of all of the equity interests of Legacy Cepton and its subsidiaries. Contemporaneously with the execution of the Merger Agreement, GCAC entered into subscription agreements with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to purchase an aggregate of 5,950,000 shares of common stock at a purchase price of $10.00 per share, or an aggregate purchase price of $59.5 million (the “PIPE Investment”). 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 near- or long-range, high resolution 3D perception for smart applications. The Company is headquartered in San Jose, California, United States. On July 29, 2024, the Company entered into an Agreement and Plan of Merger (the “Koito Merger Agreement” and, together with the transactions contemplated thereby, the “Transaction”) with Koito and Project Camaro Merger Sub, Inc., an indirectly wholly-owned subsidiary of Koito (“Merger Sub”), pursuant to which, among other things and on the terms and subject to the conditions set forth in the Koito Merger Agreement, Merger Sub shall be merged with and into Cepton, with Cepton continuing as the surviving corporation and an indirect subsidiary of Koito. See Note 20 for further information. Basis of Presentation and Principles of Consolidation The condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The condensed consolidated financial statements include the accounts of the Company’s wholly owned subsidiaries in Canada, Germany and other locations. All intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated financial statements include all adjustments considered necessary by management to fairly state the results of operations, financial position and cash flows. The accompanying interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of June 30, 2024, the Company had cash and cash equivalents of $56.0 million and an accumulated deficit of $141.3 million. During the six months ended June 30, 2024, the Company incurred an operating loss of $12.1 million and had negative cash flows from operating activities of $0.3 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, as defined in Note 10), convertible promissory notes, and the net proceeds received through the Business Combination, 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 in money market funds. The Company believes that the financial institutions that hold its cash and cash equivalents 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 June 30, 2024 and December 31, 2023, one and three customers, respectively, each accounted for more than 10% of accounts receivable. Customers with revenue equal to or greater than 10% of total revenue for the periods indicated were as follows: Three Months Ended Six Months Ended 2024 2023 2024 2023 Customer A 97 % 44 % 92 % 49 % Customer B — % 52 % 4 % 34 % Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include, but are not limited to, inventory valuation and reserves, warranty reserves, valuation allowance for deferred tax assets, valuation of earnout and warrant liabilities, stock-based compensation, useful lives of property, 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 condensed consolidated financial condition and results of operations. Product Warranties The Company typically provides a one-year warranty on its products. Estimated future warranty costs are accrued and charged to cost of goods sold in the period that the related revenue is recognized. These estimates are derived from historical data and trends of product reliability and costs of repairing and replacing defective products. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Through June 30, 2024, there were immaterial changes to the accrued warranty liability which was recorded in accrued expenses and other current liabilities on the condensed consolidated balance sheet. Reclassification During the course of preparing the financial statements for the three and six months ended June 30, 2024, the Company identified an immaterial error in its presentation of basic and diluted net loss, which impacted each of the periods since the first quarter of 2023. The Company should have calculated the numerator of the basic and diluted net (loss) income per share using the net loss attributable to common stockholders, which is the net loss adjusted for the dividends on cumulative preferred stock earned during the period. The Company believes the correction of the error is immaterial to the previously issued condensed consolidated financial statements for prior periods.. The corrections to the Company’s condensed consolidated statement of operations for the three and six months ended June 30, 2023 were as follows (in thousands, except for per share data): Three Months Ended June 30, 2023 (As Previously Reported) Correction (As Corrected) Less: cumulative preferred stock dividends $ — $ (1,071) $ (1,071) Net loss attributable to common stockholders $ (14,190) $ (1,071) $ (15,261) Net loss per share attributable to common stockholders, basic $ (0.90) $ (0.07) $ (0.97) Net loss per share attributable to common stockholders, diluted $ (0.90) $ (0.07) $ (0.97) Six Months Ended June 30, 2023 (As Previously Reported) Correction (As Corrected) Less: cumulative preferred stock dividends $ — $ (1,909) $ (1,909) Net loss attributable to common stockholders $ (28,932) $ (1,909) $ (30,841) Net loss per share attributable to common stockholders, basic $ (1.84) $ (0.12) $ (1.96) Net loss per share attributable to common stockholders, diluted $ (1.84) $ (0.12) $ (1.96) Recently Issued Accounting Pronouncements In November 2023, the Financial Accounting Standards Board 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 condensed consolidated financial statements disclosures

Basic and Diluted Net Income (L

Basic and Diluted Net Income (Loss) Per Share	6 Months Ended
	Jun. 30, 2024
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 considers its convertible preferred stock outstanding as of June 30, 2024 to be participating as holders of such securities have non-forfeitable dividend rights in the event of the declaration of a dividend for shares of common stock. When the Company is in a net loss position, the net loss attributable to common stockholders is not allocated to the convertible preferred stock under the two-class method as these securities do not have a contractual obligation to share in losses. Basic net income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of the Company’s common stock outstanding. When there is a net loss attributable to common stockholders, potentially dilutive common stock equivalents have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is anti-dilutive. The following table presents the reconciliation of the numerators and denominators of basic and diluted net (loss) income per share: Three Months Ended Six Months Ended 2024 2023 2024 2023 Numerator Net income (loss) $ 181 $ (14,190) $ (6,652) $ (28,932) Less: cumulative preferred stock dividends (1,118) (1,071) (2,224) (1,909) Net loss attributable to common stockholders $ (937) $ (15,261) $ (8,876) $ (30,841) Denominator Weighted-average common shares outstanding – Basic 15,978,032 15,737,917 15,933,150 15,708,102 Stock options to purchase common stock and RSUs — — — — Weighted-average common shares outstanding – Diluted 15,978,032 15,737,917 15,933,150 15,708,102 The following common stock equivalents were excluded from the computation of diluted net (loss) income per share for the periods presented because including them would have been antidilutive: Three Months Ended Six Months Ended 2024 2023 2024 2023 Stock options to purchase common stock and RSUs 2,133,230 1,832,296 2,090,874 1,659,589 Preferred shares on an as-converted basis 4,112,583 3,942,344 4,112,583 3,942,344 Total 6,245,813 5,774,640 6,203,457 5,601,933 As of June 30, 2024 and 2023, 1,300,000 Earnout Shares (as defined in Note 13) 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 June 30, 2024 and 2023. As of June 30, 2024 and 2023, 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.

Revenue

Revenue	6 Months Ended
	Jun. 30, 2024
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 was as follows (dollars in thousands): Three Months Ended June 30, 2024 2023 Revenue % of Revenue Revenue % of Revenue Revenue by country of domicile: Japan $ 10,137 97 % $ 1,265 45 % United States 275 3 % 1,466 53 % Other 16 N/A 56 2 % Total $ 10,428 100 % $ 2,787 100 % Six Months Ended June 30, 2024 2023 Revenue % of Revenue Revenue % of Revenue Revenue by country of domicile: Japan $ 11,465 93 % $ 2,312 54 % United States 861 7 % 1,570 37 % Other 48 N/A 390 9 % Total $ 12,374 100 % $ 4,272 100 % As of June 30, 2024 and December 31, 2023, the Company had $2.5 million and $0.4 million of deferred revenue included in accrued expenses and other current liabilities, respectively, and no contract assets.

Fair Value Measurement

Fair Value Measurement	6 Months Ended
	Jun. 30, 2024
Fair Value Disclosures [Abstract]
Fair Value Measurement	Fair Value Measurement The following tables summarize the Company's assets and liabilities measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands): June 30, 2024 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market fund $ 37,061 $ — $ — $ 37,061 Total cash equivalents $ 37,061 $ — $ — $ 37,061 Short-term investments: Total short-term investments $ — $ — $ — $ — Total assets measured at fair value $ 37,061 $ — $ — $ 37,061 Liabilities: Warrant liability $ — $ 61 $ — $ 61 Earnout liability — — 34 34 Total liabilities measured at fair value $ — $ 61 $ 34 $ 95 December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market fund $ 33,562 $ — $ — $ 33,562 Total cash equivalents $ 33,562 $ — $ — $ 33,562 Short-term investments: U.S. government agency securities $ — $ 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 Cash equivalents consist primarily of money market funds with original maturities of three months or less at the time of purchase, and the carrying amount is a reasonable estimate of fair value. Short-term investments consist of investment securities with original maturities greater than three months but less than twelve months and are included as current assets in the condensed consolidated balance sheets. For short-term investments, the fair value as of June 30, 2024 and December 31, 2023 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. There was an immaterial loss in Level 3 liabilities related to changes in earnout liability measured at fair value for the six months ended June 30, 2024, which is shown in the condensed consolidated statement of operations and comprehensive income (loss).

Inventories

Inventories	6 Months Ended
	Jun. 30, 2024
Inventory Disclosure [Abstract]
Inventories	Inventories Inventories consisted of the following as of June 30, 2024 and December 31, 2023 (in thousands): June 30, December 31, Raw materials $ 439 $ 1,182 Work-in-process 602 876 Finished goods 194 338 Total inventories $ 1,235 $ 2,396 Inventories are carried and depicted above at the lower of cost or net realizable value. Write-downs were $0.6 million and $0.8 million for the three and six months ended June 30, 2024

Prepaid Expenses and Other Curr

Prepaid Expenses and Other Current Assets	6 Months Ended
	Jun. 30, 2024
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid Expenses and Other Current Assets	Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following as of June 30, 2024 and December 31, 2023 (in thousands): June 30, December 31, Prepaid insurance $ 925 $ 365 Other prepaid expenses 2,391 737 Other current assets 77 151 Total prepaid expenses and other current assets $ 3,393 $ 1,253

Property and Equipment, Net

Property and Equipment, Net	6 Months Ended
	Jun. 30, 2024
Property, Plant and Equipment [Abstract]
Property and Equipment, Net	Property and Equipment, Net Property and equipment, net, consisted of the following as of June 30, 2024 and December 31, 2023 (in thousands): June 30, December 31, Machinery and equipment $ 2,213 $ 2,326 Automobiles 45 45 Leasehold improvements 235 235 Computer and equipment 116 116 Total property and equipment 2,609 2,722 Less: accumulated depreciation and amortization (1,360) (1,272) Total property and equipment, net $ 1,249 $ 1,450 Depreciation and amortization related to property and equipment was $0.1 million and $0.2 million for the three and six months ended June 30, 2024, respectively. Depreciation and amortization related to property and equipment was $0.1 million and $0.2 million for the three and six months ended June 30, 2023, respectively.

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	6 Months Ended
	Jun. 30, 2024
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 June 30, 2024 and December 31, 2023 (in thousands): June 30, December 31, Accrued payroll $ 1,149 $ 878 Accrued expenses and taxes 179 2,798 Deferred revenue 2,500 367 Warranty reserve 5 23 Total accrued expenses and other current liabilities $ 3,833 $ 4,066

Debt

Debt	6 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
Debt	Debt 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. Amortization of the debt discount, in accordance with the effective interest method, was recorded as interest expense in the accompanying condensed consolidated statement of operations and comprehensive income (loss). The loan was set to mature on the earlier of three business days after the closing of the transactions contemplated by the Investment Agreement and the date on which the Investment Agreement is terminated in accordance with its terms. On November 7, 2022, the Company borrowed Japanese Yen ¥5.8 billion (approximately $39.4 million) under the Secured Term Loan Agreement. Obligations under the Secured Term Loan Agreement were secured by interests in substantially all of the Company’s assets, including all patents. The agreement contained customary affirmative and negative covenants. On January 24, 2023, the Company repaid all outstanding principal and accrued interest under the Secured Term Loan Agreement. For the six months ended June 30, 2023, the Company recognized $0.3 million in interest expense in connection with the borrowings under the Secured Term Loan Agreement. Additionally, the Company recognized a $0.8 million foreign currency transaction loss on repayment using the applicable exchange rate on January 24, 2023 and a $1.1 million loss on extinguishment of debt.

Convertible Preferred Stock

Convertible Preferred Stock	6 Months Ended
	Jun. 30, 2024
Temporary Equity [Abstract]
Convertible Preferred Stock	Convertible Preferred Stock 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 June 30, 2024, the Company had authorized 5,000,000 shares of preferred stock, each with a par value of $0.00001. As of June 30, 2024, 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 these dividends regardless of whether the dividends are 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. As of June 30, 2024, the cumulative dividends accrued were $6.3 million, or $63.10 per share of Preferred Stock. 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 June 30, 2024, the Liquidation Preference of the Preferred Stock was $106.3 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”). 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 (each as defined in Notes 10 and 11), 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 U.S. 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)	6 Months Ended
	Jun. 30, 2024
Stockholders' Equity Note [Abstract]
Stockholders’ Equity (Deficit)	Stockholders’ Equity (Deficit) Common Stock Holders of common stock were entitled to one vote per share, and to receive dividends when, as and if declared by the board of directors, and, upon liquidation or dissolution, were entitled to receive all assets available for distribution to stockholders. The holders had no preemptive or other subscription rights and there were no redemption or sinking fund provisions with respect to such shares. As of June 30, 2024, the Company had authorized 35,000,000 shares of common stock, each with a par value of $0.00001. As of June 30, 2024, there were 16,043,207 shares of common stock issued and outstanding. Lincoln Park Transaction On November 24, 2021, Legacy Cepton entered into a Purchase Agreement with Lincoln Park Capital LLC (“Lincoln Park”), 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”) from February 10, 2022 to February 10, 2025, 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. No shares were sold under the Purchase Agreement in 2024 or 2023.

Stock-Based Compensation

Stock-Based Compensation	6 Months Ended
	Jun. 30, 2024
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 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 June 30, 2024, there were 2,143,038 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 ten years from grant date. A summary of the Company’s employee and nonemployee stock option activity for the six months ended June 30, 2024 is presented below: Shares Weighted Weighted Aggregate Outstanding as of December 31, 2023 1,258,483 $ 19.22 4.5 $ 767 Granted — $ — Exercised (3,896) $ 1.00 Expired/Forfeited (198,400) $ 30.91 Outstanding as of June 30, 2024 1,056,187 $ 17.10 4.8 $ 599 Exercisable as of June 30, 2024 996,769 $ 15.13 4.6 $ 599 Vested and expected to vest as of June 30, 2024 1,056,187 $ 17.10 4.8 $ 599 As of June 30, 2024, there was $1.5 million of unrecognized stock-based compensation expense related to unvested stock options expected to be recognized over a weighted-average period of 0.9 years. The total intrinsic value of options exercised during the six months ended June 30, 2024 was immaterial. The Company recognizes forfeitures as they occur. Restricted Stock Units (“RSUs”) Each RSU 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 activities for the six months ended June 30, 2024 is presented below: Shares Weighted Grant Date Fair Value Outstanding as of December 31, 2023 608,029 $ 16.36 Granted 1,079,328 $ 3.00 Released (213,217) $ 17.71 Forfeited (84,714) $ 20.17 Outstanding as of June 30, 2024 1,389,426 $ 5.55 As of June 30, 2024, there was $6.8 million of unrecognized stock-based compensation expense related to unvested RSUs expected to be recognized over a weighted-average period of 2.6 years. The total intrinsic value of RSUs outstanding at June 30, 2024 was $3.7 million. The Company recognizes forfeitures as they occur. Performance-based Stock units Each performance-based stock unit (“PSU”) granted under the 2022 Plan represents a right to receive one share of the Company’s common stock upon satisfaction of the performance-based conditions applicable to the PSU. There were no PSUs issued during the six months ended June 30, 2024. During the six months ended June 30, 2023, the Company granted 12,300 PSUs under the 2022 Plan, with 6,600 PSUs in the first tranche and 5,700 PSUs in the second tranche. Each grant consisted of two market-based vesting tranches, with the first tranche to vest if, at the close of regular trading for 20 trading days out of any period of 30 consecutive trading days, either (i) the closing price of the Company’s common stock exceeds $150.00 per share or (ii) the Company’s market capitalization exceeds $2.1 billion; and the second tranche to vest if, at the close of regular trading for 20 trading days out of any period of 30 consecutive trading days, either (i) the closing price of the Company's common stock exceeds $175.00 per share or (ii) the Company’s market capitalization exceeds $2.5 billion, provided in each case that the applicable stock price or market capitalization goal must be achieved no later than February 10, 2025 for the applicable tranche to vest, and provided further that the vesting of each tranche is subject to the grantee’s continued employment with the Company through the day on which the applicable goal is achieved. The fair value of the PSUs at valuation date was determined using a Monte Carlo valuation model that utilizes significant assumptions, including expected volatility, dividend yield, stock price as of the valuation date, market capitalization targets and the corresponding share price targets necessary for each tranche of PSUs to vest, expected life, and risk-free rate. The fair value of the PSUs at valuation date was $0.1 million with weighted-average grant date fair value of $9.77, amortizing over a derived service period of 21 and 22 months for each tranche, respectively. During the six months ended June 30, 2024, 5,600 PSUs were cancelled. Stock-Based Compensation For the three and six months ended June 30, 2024 and 2023, the Company recorded stock-based compensation expense as follows (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Cost of revenue $ 609 $ 44 $ 620 $ 104 Research and development expense 416 1,193 1,204 2,370 Selling, general and administrative expense 473 1,128 600 2,180 Total stock-based compensation expense $ 1,498 $ 2,365 $ 2,424 $ 4,654

Earnout Liability

Earnout Liability	6 Months Ended
	Jun. 30, 2024
Disclosure Of Earnout Liability [Abstract]
Earnout Liability	Earnout Liability In addition to the shares issued upon closing of the Business Combination (see Note 1), 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 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, 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 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 condensed consolidated balance sheet at fair value and recognizes 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: June 30, December 31, Stock price $ 2.69 $ 3.14 Expected volatility 117.0 % 117.0 % Risk-free interest rate 5.32 % 5.32 % Expected term (in years) 0.8 1.2 Expected dividend yield 0 % 0 % Stock price: the stock price was based on the closing price as of the valuation date. Expected volatility: the volatility rate was determined using the historical volatility of the Company’s stock price, corresponding to the expected term of the awards. Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of issuance for zero-coupon U.S. Treasury notes with maturities corresponding to the expected three-year term of the earnout period. Expected term: The expected term is the remaining term of the three-year earnout period. Expected dividend yield: The expected dividend rate is zero as the Company currently has no history or expectation of declaring dividends in the foreseeable future. As of June 30, 2024, the balance of the earnout liability was immaterial. For the three and six months ended June 30, 2024, there were immaterial losses in the condensed consolidated statement of operations and comprehensive income (loss) for the change in fair value of the earnout liability. For the three and six months ended June 30, 2023, the Company recorded an immaterial loss and a gain of $0.7 million, respectively, in the condensed consolidated statement of operations and comprehensive income (loss) for the change in fair value of the earnout liability.

Warrants

Warrants	6 Months Ended
	Jun. 30, 2024
Warrants [Abstract]
Warrants	Warrants Common Stock Warrants Assumed in Business Combination As part of GCAC’s IPO, 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, subject to adjustments. The Public Warrants may be exercised only for a whole number of shares of common stock. The Public Warrants will expire five years after the completion of the Business Combination, or earlier upon redemption or liquidation. The Public Warrants are listed on 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 IPO, 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 June 30, 2024. For each of the three and six months ended June 30, 2024 and June 30, 2023, the Company recorded immaterial losses or gains in the condensed consolidated statement of operations and comprehensive income (loss) for the change in fair value of the liability.

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company’s provision for income taxes was immaterial for each of the three and six months ended June 30, 2024 and 2023. The difference between the Company’s effective income tax rate and the U.S. federal statutory rate is primarily attributable to unrecognized U.S. federal and state tax benefits because of a full valuation allowance that the Company has established against its federal and state deferred tax assets and foreign tax rate differential from U.S. federal statutory rate. The Company conducts its business globally and its operating income is subject to varying rates of tax in the United States, Canada, Germany, and other locations. Consequently, the Company’s effective tax rate is dependent upon the geographic distribution of its earnings or losses and the tax laws and regulations in each geographical region. Due to historical losses in the United States, the Company continues to maintain a full valuation allowance against the U.S. federal and state deferred tax assets. If management’s assessment of the deferred tax assets or the corresponding valuation allowance were to change, the Company would record the related adjustment to income during the period in which management makes the determination. The Company is subject to income taxes in the U.S. federal, state, and various foreign jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. All of the Company’s tax years remain open for examination by the federal and state tax authorities for three and four years, respectively, from the date of utilization of the net operating loss or research and development tax credits. The Company does not have any tax audits or other issues pending.

Leases

Leases	6 Months Ended
	Jun. 30, 2024
Leases [Abstract]
Leases	Leases The Company leases office and manufacturing facilities under non-cancelable operating leases expiring at various dates through April 2028. The Company’s lease agreements do not contain any material terms and conditions of residual value guarantees or material restrictive covenants. The Company determines if an arrangement is or contains a lease at inception. Operating leases are included in other assets and operating lease liabilities in the Company’s condensed consolidated balance sheets. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the commencement date based on an amount equal to the present value of lease payments over the lease term. The Company’s leases do not provide an implicit rate; therefore, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company uses the implicit rate when it is readily determinable. The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed it to carry forward existing lease classification and to exclude leases with original terms of one year or less. Further, the Company elected to combine lease and non-lease components for all asset classes. Variable lease payments are defined as payments made for the right to use an asset that vary because of changes in facts or circumstances occurring after the commencement date, other than the passage of time. Any variable lease components are expensed as incurred. The operating lease right-of-use assets also include adjustments related to prepaid or deferred lease payments and lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense for lease payments is recognized on a straight-line basis over the lease term. The components of lease expense for the three and six months ended June 30, 2024 and 2023 were as follows (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Operating lease cost $ 799 $ 803 $ 1,599 $ 1,468 Variable lease cost 233 203 437 408 Total operating lease cost $ 1,032 $ 1,006 $ 2,036 $ 1,876 Supplemental cash flow information for the six months ended June 30, 2024 and 2023 related to leases was as follows (in thousands): Six Months Ended 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Cash paid for operating leases included in operating activities $ 1,627 $ 984 Right of use assets obtained in exchange for lease obligations: Operating leases $ — $ 11,190 Supplemental balance sheet information related to leases was as follows (in thousands): June 30, 2024 December 31, 2023 Operating lease right-of-use assets $ 9,138 $ 10,038 Operating lease liabilities: Operating lease liabilities, current $ 2,045 $ 1,875 Operating lease liabilities, non-current 7,635 8,720 Total operating lease liabilities $ 9,680 $ 10,595 The operating lease right-of-use assets were recorded in other assets in the condensed consolidated balance sheets. Weighted-average remaining term and discount rates were as follows (term in years): June 30, 2024 December 31, 2023 Weighted-average remaining lease term 3.78 4.27 Weighted-average discount rate 14.48 % 14.48 % Maturities of lease liabilities were as follows (in thousands): Year Ending December 31, 2024 $ 1,621 2025 3,318 2026 3,324 2027 3,368 Thereafter 847 Total undiscounted lease payments $ 12,478 Present value adjustment for minimum lease commitments (2,798) Net lease liabilities $ 9,680

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Legal Proceedings From time to time, the Company may be involved in various legal claims, litigation and other matters that arise in the normal course of its operations. Although there can be no assurances and the outcome of these matters is currently not determinable, the Company currently believes that none of these claims, actions or proceedings are likely to have a material adverse effect on the Company’s financial position. The Company records accruals for 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 material accruals for loss contingencies associated with such legal claims, actions or litigation as of June 30, 2024 and December 31, 2023. Contract Manufacturer Loss Contingencies As a result of the GM series production award cancellation 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. The project 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 June 30, 2024, the Company estimates the reasonably possible range of loss to be from zero to approximately $1.1 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 GM 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 2024; however a formal recovery timeline and total amount have not been agreed to and are unknown at this time. For the six months ended June 30, 2024, the Company recognized a $4.0 million gain related to cost recovery in other income, net in the condensed consolidated statement of operations and comprehensive income (loss), and received a cash payment in April 2024. The remaining portion of the cost recovery claim was uncertain and the amount was neither estimable, realized nor realizable.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2024
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Investment Agreement and Investor Rights Agreement with Koito On October 27, 2022, the Company entered into the Investment Agreement with Koito pursuant to which, among other things, at the closing of the transactions, and based on the terms and subject to the conditions set forth therein, the Company issued and sold to Koito, 100,000 shares of Preferred Stock for a purchase price of $100.0 million. The issuance and sale of the Preferred Stock and related matters were approved by the Company’s stockholders on January 11, 2023, and the Preferred Stock issued to Koito on January 19, 2023. See Note 10 for further information. On January 19, 2023, the Company and Koito entered into the Investor Rights Agreement (the “Investor Rights Agreement”), pursuant to which, among other things, the Company ensured that two designees of Koito sat on the Company’s board of directors immediately following the issuance of the Preferred Stock. The Investor Rights Agreement also provides for certain investor consent, preemptive, registration, and termination rights, which contain certain provisions that limit the Company’s ability to access additional sources of funding without Koito’s consent. Secured Term Loan Agreement with Koito Concurrently with the execution of the Investment Agreement, the Company entered into a Secured Term Loan Agreement with Koito to borrow Japanese Yen ¥5.8 billion (approximately $39.4 million). On January 24, 2023, the Company repaid all outstanding principal and accrued interest under the Secured Term Loan Agreement. See Note 9 for further information. Koito Letter of Intention and Koito Merger Agreement On December 21, 2023, the Company received a non-binding indication of interest from Koito to acquire 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”). On July 29, 2024, the Company entered into the Koito Merger Agreement with Koito and Merger Sub, pursuant to which, among other things and on the terms and subject to the conditions set forth in the Koito Merger Agreement, Merger Sub shall be merged with and into Cepton, with Cepton continuing as the surviving corporation and an indirect subsidiary of Koito. See Note 20 for further information regarding the Transaction and other agreements entered into in connection with the Transaction. During the three and six months ended June 30, 2024, the Company incurred $0.1 million and $1.6 million of transaction costs, which were recorded in selling, general and administrative expenses in the condensed consolidated statement of operations and comprehensive income (loss). Transactions with Koito Koito is an automotive tier 1 partner and investor of the Company. Sales to Koito were $10.1 million and $1.2 million (or 97% and 44% of our total revenue) for the three months ended June 30, 2024 and 2023, respectively. Sales to Koito were $11.4 million and $2.1 million (or 92% and 49% of our total revenue) for the six months ended June 30, 2024 and 2023, respectively. Accounts receivable from Koito were zero as of June 30, 2024 and $2.1 million as of December 31, 2023. In December 2023, Koito informed the Company that GM, which had awarded Koito the series production award, had decided to re-scope its advanced driver assistance systems (“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 a project investment cost recovery claim related to the cancellation. See Note 17 for further information.

Segments

Segments	6 Months Ended
	Jun. 30, 2024
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 infrastructure industries. The Company’s Chief Executive Officer is the chief operating decision maker (“CODM”). The CODM allocates resources and makes operating decisions based on financial information presented on a consolidated basis, accompanied by disaggregated information about sales and gross margin by product group. The profitability of the Company’s product group is not a determining factor in allocating resources and the CODM does not evaluate profitability below the level of the consolidated company. Long-lived assets of the Company located in its country of domicile, the United States, are approximately 100%.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events The Company has evaluated subsequent events from the balance sheet date through August 13, 2024, the issuance date of the condensed consolidated financial statements. Koito Merger Agreement On July 29, 2024, the Company entered into the Koito Merger Agreement with Koito and Merger Sub to effect the Transaction. The Koito Merger Agreement provides that, among other things and on the terms and subject to the conditions set forth in the Koito Merger Agreement, (i) Merger Sub shall be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation (the “Surviving Corporation”) and an indirect subsidiary of Koito; (ii) at the effective time of the Merger (the “Effective Time”) each share of common stock of the Company, par value $0.00001 per share (the “Company Common Stock”) issued and outstanding immediately before the Effective Time (other than (a) shares of Company Common Stock held by any subsidiary of the Company immediately prior to the Effective Time; (b) shares of Company Common Stock held by Koito or any of its subsidiaries or owned by the Company as treasury stock, in each case, immediately prior to the Effective Time; and (c) shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and for which the holder thereof is entitled to demand and properly demands the appraisal of such shares in accordance with, and complied in all respects with, Section 262 of the General Corporation Law of the State of Delaware) shall be converted automatically into the right to receive $3.17 per share without interest (the “Merger Consideration”); and (iii) each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) fully paid and non-assessable share of common stock, par value $0.00001 per share, of the Surviving Corporation. Each share of Preferred Stock issued and outstanding immediately prior to the Effective Time shall remain outstanding and shall not be cancelled. The Company’s warrants to acquire up to 862,500 shares of Company Common Stock issued and outstanding on the date of the Koito Merger Agreement originally issued as a component of the units sold in Growth Capital Acquisition Corp.’s initial public offering (the “Public Warrants”) and warrants to acquire up to 517,000 shares of Company Common Stock issued at the time of Growth Capital Acquisition Corp.’s initial public offering (the “Private Warrants” and, together with the Public Warrants, the “Warrants”) that are outstanding and unexercised as of immediately prior to the Effective Time shall be treated in accordance with the terms and conditions of the Warrant Agreement, dated as of January 29, 2021 by and between the Company and Continental Stock Transfer & Trust Company. The Company’s Earnout Shares shall be treated in accordance with the terms and conditions of the Business Combination Agreement, dated as of August 4, 2021, by and among the Company, GCAC Merger Sub Inc. and Cepton Technologies, as amended, pursuant to which, at the Effective Time, the Earnout Shares shall (i) be deemed unearned as the Merger Consideration does not exceed the share price milestone thresholds applicable to the Earnout Shares and (ii) be cancelled. If the Merger is consummated, shares of Company Common Stock and Public Warrants will be delisted from the Nasdaq Stock Market and deregistered under the Securities Exchange Act of 1934. The consummation of the Transaction is subject to the fulfillment or waiver of certain conditions, including the receipt of the requisite stockholder approval at a meeting of the Company’s stockholders and the receipt of required regulatory approvals, consents or clearances with respect to the Transaction, including from the Committee on Foreign Investment in the United States. The Company has made customary representations, warranties and covenants in the Koito Merger Agreement, including, among others, covenants to use reasonable best efforts to conduct its business in the ordinary course during the period between the date of the Koito Merger Agreement and the consummation of the Merger. The parties have agreed to use reasonable best efforts to take all actions necessary to consummate the Merger, including cooperating to obtain the regulatory approvals necessary to consummate the Merger. Voting Support Agreements Concurrent with the execution of the Koito Merger Agreement, Koito and each of Dr. Jun Pei, Dr. Jun Ye and Dr. Mark McCord (the “Supporting Stockholders”) entered into voting support agreements (the “Voting Support Agreements”), pursuant to which, among other things, each of the Supporting Stockholders agreed, subject to the terms thereof, to vote or cause to be voted, all of the shares of Company Common Stock beneficially owned by such Supporting Stockholders in favor of the adoption of the Koito Merger Agreement. The aggregate number of shares of Company Common Stock beneficially owned by the Supporting Stockholders and required to be voted or cause to be voted in favor of the adoption of the Koito Merger Agreement pursuant to the Voting Support Agreements represents approximately 38.7% of the outstanding shares of Company Common Stock, and along with the shares of Company Common Stock beneficially owned by Koito (excluding the Company Common Stock to which the shares of Series A Preferred Stock held by Koito are convertible), approximately 50.9% of the outstanding shares of Company Common Stock. In the event that the Board effects a Recommendation Change, then the aggregate number of shares of Company Common Stock beneficially owned by the Supporting Stockholders and required to be voted or caused to be voted in favor of the adoption of the Koito Merger Agreement pursuant to the Voting Support Agreements, along with the shares of Company Common Stock beneficially owned by Koito (including the Company Common Stock to which the shares of Series A Preferred Stock held by Koito are convertible), would be reduced to represent 35% of the outstanding shares of Company Common Stock. Rollover Agreement

Description of Business and S_2

Description of Business and Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Description of Business	Description of Business Cepton, Inc., and its wholly owned subsidiaries, (collectively, the “Company”) formerly known as Growth Capital Acquisition Corp. (“GCAC”), was originally incorporated in Delaware on January 4, 2010, under the name PinstripesNYS, Inc. GCAC changed its name to Growth Capital Acquisition Corp. on February 14, 2020. GCAC was a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or other similar business combination with one or more target businesses. On February 2, 2021, the Company consummated its initial public offering (the “IPO”), following which its shares began trading on the Nasdaq Stock Market (“Nasdaq”). On August 4, 2021, GCAC entered into a Business Combination Agreement (as amended, the “Merger Agreement”) with Cepton Technologies, Inc. (“Legacy Cepton”) and GCAC Merger Sub Inc., a wholly owned subsidiary of GCAC. On February 10, 2022, the transactions contemplated by the Merger Agreement (the “Business Combination”) were consummated. In connection with the closing of the Business Combination, GCAC changed its name to Cepton, Inc. and its shares and public warrants began trading on Nasdaq under the symbols “CPTN” and “CPTNW”, respectively. As a result of the Business Combination, Cepton, Inc. became the owner, directly or indirectly, of all of the equity interests of Legacy Cepton and its subsidiaries. Contemporaneously with the execution of the Merger Agreement, GCAC entered into subscription agreements with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to purchase an aggregate of 5,950,000 shares of common stock at a purchase price of $10.00 per share, or an aggregate purchase price of $59.5 million (the “PIPE Investment”). 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 near- or long-range, high resolution 3D perception for smart applications. The Company is headquartered in San Jose, California, United States. On July 29, 2024, the Company entered into an Agreement and Plan of Merger (the “Koito Merger Agreement” and, together with the transactions contemplated thereby, the “Transaction”) with Koito and Project Camaro Merger Sub, Inc., an indirectly wholly-owned subsidiary of Koito (“Merger Sub”), pursuant to which, among other things and on the terms and subject to the conditions set forth in the Koito Merger Agreement, Merger Sub shall be merged with and into Cepton, with Cepton continuing as the surviving corporation and an indirect subsidiary of Koito. See Note 20 for further information.
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The condensed consolidated financial statements include the accounts of the Company’s wholly owned subsidiaries in Canada, Germany and other locations. All intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated financial statements include all adjustments considered necessary by management to fairly state the results of operations, financial position and cash flows. The accompanying interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of June 30, 2024, the Company had cash and cash equivalents of $56.0 million and an accumulated deficit of $141.3 million. During the six months ended June 30, 2024, the Company incurred an operating loss of $12.1 million and had negative cash flows from operating activities of $0.3 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, as defined in Note 10), convertible promissory notes, and the net proceeds received through the Business Combination, 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	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 in money market funds. The Company believes that the financial institutions that hold its cash and cash equivalents are financially sound and, accordingly, represent minimal credit risk. Deposits held with banks may exceed the amount of federal insurance limits provided on such deposits.
Use of Estimates	Use of Estimates
Product Warranties	Product Warranties
Reclassifications	Reclassification
Recently Adopted and Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In November 2023, the Financial Accounting Standards Board 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 condensed consolidated financial statements disclosures

Description of Business and S_3

Description of Business and Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Schedule of total revenue	Customers with revenue equal to or greater than 10% of total revenue for the periods indicated were as follows: Three Months Ended Six Months Ended 2024 2023 2024 2023 Customer A 97 % 44 % 92 % 49 % Customer B — % 52 % 4 % 34 %
Schedule of Error Corrections and Prior Period Adjustments	The corrections to the Company’s condensed consolidated statement of operations for the three and six months ended June 30, 2023 were as follows (in thousands, except for per share data): Three Months Ended June 30, 2023 (As Previously Reported) Correction (As Corrected) Less: cumulative preferred stock dividends $ — $ (1,071) $ (1,071) Net loss attributable to common stockholders $ (14,190) $ (1,071) $ (15,261) Net loss per share attributable to common stockholders, basic $ (0.90) $ (0.07) $ (0.97) Net loss per share attributable to common stockholders, diluted $ (0.90) $ (0.07) $ (0.97) Six Months Ended June 30, 2023 (As Previously Reported) Correction (As Corrected) Less: cumulative preferred stock dividends $ — $ (1,909) $ (1,909) Net loss attributable to common stockholders $ (28,932) $ (1,909) $ (30,841) Net loss per share attributable to common stockholders, basic $ (1.84) $ (0.12) $ (1.96) Net loss per share attributable to common stockholders, diluted $ (1.84) $ (0.12) $ (1.96)

Basic and Diluted Net Income _2

Basic and Diluted Net Income (Loss) Per Share (Tables)	6 Months Ended
	Jun. 30, 2024
Earnings Per Share [Abstract]
Schedule of diluted net income (loss) per share	The following table presents the reconciliation of the numerators and denominators of basic and diluted net (loss) income per share: Three Months Ended Six Months Ended 2024 2023 2024 2023 Numerator Net income (loss) $ 181 $ (14,190) $ (6,652) $ (28,932) Less: cumulative preferred stock dividends (1,118) (1,071) (2,224) (1,909) Net loss attributable to common stockholders $ (937) $ (15,261) $ (8,876) $ (30,841) Denominator Weighted-average common shares outstanding – Basic 15,978,032 15,737,917 15,933,150 15,708,102 Stock options to purchase common stock and RSUs — — — — Weighted-average common shares outstanding – Diluted 15,978,032 15,737,917 15,933,150 15,708,102
Schedule of anti dilutive securities	The following common stock equivalents were excluded from the computation of diluted net (loss) income per share for the periods presented because including them would have been antidilutive: Three Months Ended Six Months Ended 2024 2023 2024 2023 Stock options to purchase common stock and RSUs 2,133,230 1,832,296 2,090,874 1,659,589 Preferred shares on an as-converted basis 4,112,583 3,942,344 4,112,583 3,942,344 Total 6,245,813 5,774,640 6,203,457 5,601,933

Revenue (Tables)

Revenue (Tables)	6 Months Ended
	Jun. 30, 2024
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 was as follows (dollars in thousands): Three Months Ended June 30, 2024 2023 Revenue % of Revenue Revenue % of Revenue Revenue by country of domicile: Japan $ 10,137 97 % $ 1,265 45 % United States 275 3 % 1,466 53 % Other 16 N/A 56 2 % Total $ 10,428 100 % $ 2,787 100 % Six Months Ended June 30, 2024 2023 Revenue % of Revenue Revenue % of Revenue Revenue by country of domicile: Japan $ 11,465 93 % $ 2,312 54 % United States 861 7 % 1,570 37 % Other 48 N/A 390 9 % Total $ 12,374 100 % $ 4,272 100 %

Fair Value Measurement (Tables)

Fair Value Measurement (Tables)	6 Months Ended
	Jun. 30, 2024
Fair Value Disclosures [Abstract]
Schedule of assets measured at fair value on a recurring basis	The following tables summarize the Company's assets and liabilities measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands): June 30, 2024 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market fund $ 37,061 $ — $ — $ 37,061 Total cash equivalents $ 37,061 $ — $ — $ 37,061 Short-term investments: Total short-term investments $ — $ — $ — $ — Total assets measured at fair value $ 37,061 $ — $ — $ 37,061 Liabilities: Warrant liability $ — $ 61 $ — $ 61 Earnout liability — — 34 34 Total liabilities measured at fair value $ — $ 61 $ 34 $ 95 December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market fund $ 33,562 $ — $ — $ 33,562 Total cash equivalents $ 33,562 $ — $ — $ 33,562 Short-term investments: U.S. government agency securities $ — $ 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

Inventories (Tables)

Inventories (Tables)	6 Months Ended
	Jun. 30, 2024
Inventory Disclosure [Abstract]
Schedule of inventories	Inventories consisted of the following as of June 30, 2024 and December 31, 2023 (in thousands): June 30, December 31, Raw materials $ 439 $ 1,182 Work-in-process 602 876 Finished goods 194 338 Total inventories $ 1,235 $ 2,396

Prepaid Expenses and Other Cu_2

Prepaid Expenses and Other Current Assets (Tables)	6 Months Ended
	Jun. 30, 2024
Prepaid Expense and Other Assets, Current [Abstract]
Schedule of prepaid expense and other current assets	Prepaid expenses and other current assets consisted of the following as of June 30, 2024 and December 31, 2023 (in thousands): June 30, December 31, Prepaid insurance $ 925 $ 365 Other prepaid expenses 2,391 737 Other current assets 77 151 Total prepaid expenses and other current assets $ 3,393 $ 1,253

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	6 Months Ended
	Jun. 30, 2024
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	Property and equipment, net, consisted of the following as of June 30, 2024 and December 31, 2023 (in thousands): June 30, December 31, Machinery and equipment $ 2,213 $ 2,326 Automobiles 45 45 Leasehold improvements 235 235 Computer and equipment 116 116 Total property and equipment 2,609 2,722 Less: accumulated depreciation and amortization (1,360) (1,272) Total property and equipment, net $ 1,249 $ 1,450

Accrued Expenses and Other Cu_2

Accrued Expenses and Other Current Liabilities (Tables)	6 Months Ended
	Jun. 30, 2024
Payables and Accruals [Abstract]
Schedule of accrued expenses	Accrued expenses and other current liabilities consisted of the following as of June 30, 2024 and December 31, 2023 (in thousands): June 30, December 31, Accrued payroll $ 1,149 $ 878 Accrued expenses and taxes 179 2,798 Deferred revenue 2,500 367 Warranty reserve 5 23 Total accrued expenses and other current liabilities $ 3,833 $ 4,066

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	6 Months Ended
	Jun. 30, 2024
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 six months ended June 30, 2024 is presented below: Shares Weighted Weighted Aggregate Outstanding as of December 31, 2023 1,258,483 $ 19.22 4.5 $ 767 Granted — $ — Exercised (3,896) $ 1.00 Expired/Forfeited (198,400) $ 30.91 Outstanding as of June 30, 2024 1,056,187 $ 17.10 4.8 $ 599 Exercisable as of June 30, 2024 996,769 $ 15.13 4.6 $ 599 Vested and expected to vest as of June 30, 2024 1,056,187 $ 17.10 4.8 $ 599
Schedule of stock based compensation expense related to options granted to employees and non employees	For the three and six months ended June 30, 2024 and 2023, the Company recorded stock-based compensation expense as follows (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Cost of revenue $ 609 $ 44 $ 620 $ 104 Research and development expense 416 1,193 1,204 2,370 Selling, general and administrative expense 473 1,128 600 2,180 Total stock-based compensation expense $ 1,498 $ 2,365 $ 2,424 $ 4,654
Share-Based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity	A summary of the Company’s RSU activities for the six months ended June 30, 2024 is presented below: Shares Weighted Grant Date Fair Value Outstanding as of December 31, 2023 608,029 $ 16.36 Granted 1,079,328 $ 3.00 Released (213,217) $ 17.71 Forfeited (84,714) $ 20.17 Outstanding as of June 30, 2024 1,389,426 $ 5.55

Earnout Liability (Tables)

Earnout Liability (Tables)	6 Months Ended
	Jun. 30, 2024
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: June 30, December 31, Stock price $ 2.69 $ 3.14 Expected volatility 117.0 % 117.0 % Risk-free interest rate 5.32 % 5.32 % Expected term (in years) 0.8 1.2 Expected dividend yield 0 % 0 %

Leases (Tables)

Leases (Tables)	6 Months Ended
	Jun. 30, 2024
Leases [Abstract]
Schedule of components of lease expense	The components of lease expense for the three and six months ended June 30, 2024 and 2023 were as follows (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Operating lease cost $ 799 $ 803 $ 1,599 $ 1,468 Variable lease cost 233 203 437 408 Total operating lease cost $ 1,032 $ 1,006 $ 2,036 $ 1,876
Schedule of supplemental cash flow information	Supplemental cash flow information for the six months ended June 30, 2024 and 2023 related to leases was as follows (in thousands): Six Months Ended 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Cash paid for operating leases included in operating activities $ 1,627 $ 984 Right of use assets obtained in exchange for lease obligations: Operating leases $ — $ 11,190
Schedule of supplemental balance sheet information related to leases	Supplemental balance sheet information related to leases was as follows (in thousands): June 30, 2024 December 31, 2023 Operating lease right-of-use assets $ 9,138 $ 10,038 Operating lease liabilities: Operating lease liabilities, current $ 2,045 $ 1,875 Operating lease liabilities, non-current 7,635 8,720 Total operating lease liabilities $ 9,680 $ 10,595 The operating lease right-of-use assets were recorded in other assets in the condensed consolidated balance sheets.
Schedule of weighted average remaining term and discount rates	Weighted-average remaining term and discount rates were as follows (term in years): June 30, 2024 December 31, 2023 Weighted-average remaining lease term 3.78 4.27 Weighted-average discount rate 14.48 % 14.48 %
Schedule of maturities of lease liabilities	Maturities of lease liabilities were as follows (in thousands): Year Ending December 31, 2024 $ 1,621 2025 3,318 2026 3,324 2027 3,368 Thereafter 847 Total undiscounted lease payments $ 12,478 Present value adjustment for minimum lease commitments (2,798) Net lease liabilities $ 9,680

Description of Business and S_4

Description of Business and Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Cash and cash equivalents	$ 56,021			$ 56,021		$ 50,406
Accumulated deficit	141,257			141,257		134,605
Operating loss	589		$ 15,116	12,084	$ 29,159
Cash flow used in operating activities				$ 335	$ 21,240
Product warranty, term				1 year
Prepaid expenses and other current assets	(3,393)			$ (3,393)		(1,253)
Additional paid-in capital	$ 98,913			$ 98,913		$ 96,583
Accounts Receivable | Customer Concentration Risk | Two Customers
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Concentration risk		10%
Accounts Receivable | Customer Concentration Risk | Three Customers
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Concentration risk	10%

Description of Business and S_5

Description of Business and Summary of Significant Accounting Policies - Schedule of total revenue (Details) - Revenue Benchmark - Customer Concentration Risk	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Customer A
Revenue, Major Customer [Line Items]
Concentration risk	97%	44%	92%	49%
Customer B
Revenue, Major Customer [Line Items]
Concentration risk	0%	52%	4%	34%

Description of Business and S_6

Description of Business and Summary of Significant Accounting Policies - Schedule of Adjustments (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Less: cumulative preferred stock dividends	$ (1,118)	$ (1,071)	$ (2,224)	$ (1,909)
Net loss attributable to common stockholders	$ (937)	$ (15,261)	$ (8,876)	$ (30,841)
Net income (loss) per share, basic (in Dollars per share)	$ (0.06)	$ (0.97)	$ (0.56)	$ (1.96)
Net income (loss) per share, diluted (in Dollars per share)	$ (0.06)	$ (0.97)	$ (0.56)	$ (1.96)
Previously Reported [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Less: cumulative preferred stock dividends		$ 0		$ 0
Net loss attributable to common stockholders		$ (14,190)		$ (28,932)
Net income (loss) per share, basic (in Dollars per share)		$ (0.90)		$ (1.84)
Net income (loss) per share, diluted (in Dollars per share)		$ (0.90)		$ (1.84)
Adjustment
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Less: cumulative preferred stock dividends		$ (1,071)		$ (1,909)
Net loss attributable to common stockholders		$ (1,071)		$ (1,909)
Net income (loss) per share, basic (in Dollars per share)		$ (0.07)		$ (0.12)
Net income (loss) per share, diluted (in Dollars per share)		$ (0.07)		$ (0.12)

Basic and Diluted Net Income _3

Basic and Diluted Net Income (Loss) Per Share - Schedule of numerators and denominators of basic and diluted net income (loss) per share (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net loss	$ 181	$ (14,190)	$ (6,652)	$ (28,932)
Less: cumulative preferred stock dividends	(1,118)	(1,071)	(2,224)	(1,909)
Net loss attributable to common stockholders	$ (937)	$ (15,261)	$ (8,876)	$ (30,841)
Weighted-average common shares, basic (in shares)	15,978,032	15,737,917	15,933,150	15,708,102
Stock options to purchase common stock and RSUs (in shares)	0	0	0	0
Weighted-average common shares outstanding - Diluted (in shares)	15,978,032	15,737,917	15,933,150	15,708,102
Common stock, shares issued (in shares)	16,043,207		16,043,207		15,861,494

Basic and Diluted Net Income _4

Basic and Diluted Net Income (Loss) Per Share - Schedule of diluted net income (loss) per share (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of EPS (in shares)	6,245,813	5,774,640	6,203,457	5,601,933
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)	2,133,230	1,832,296	2,090,874	1,659,589
Preferred shares 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)	4,112,583	3,942,344	4,112,583	3,942,344

Basic and Diluted Net Income _5

Basic and Diluted Net Income (Loss) Per Share - Narrative (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of EPS (in shares)	6,245,813	5,774,640	6,203,457	5,601,933
Total amount of callable shares (shares)	1,380,000		1,380,000
Earnout Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of EPS (in shares)			1,300,000
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of EPS (in shares)			13,800,000	13,800,000

Business Combination (Details)

Business Combination (Details) - USD ($) $ / shares in Units, $ in Millions	Feb. 10, 2022	Jun. 30, 2024	Dec. 31, 2023
Business Acquisition [Line Items]
Common stock, par value (in Dollars per share)		$ 0.00001	$ 0.00001
Common stock, shares authorized (in shares)		35,000,000
Common stock, shares subscription (in shares)	5,950,000
Purchase price per share (in Dollars per share)	$ 10
Common stock	$ 59.5
Exercise price per share (in Dollars per share)	$ 3.14	$ 2.69

Revenue - Narrative (Details)

Revenue - Narrative (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Contract liabilities	$ 2.5	$ 0.4

Revenue - Schedule of total rev

Revenue - Schedule of total revenue disaggregated by geographic region (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Revenue by country of domicile:
Revenue	$ 10,428	$ 2,787	$ 12,374	$ 4,272
% of Revenue	100%	100%	100%	100%
Japan
Revenue by country of domicile:
Revenue	$ 10,137	$ 1,265	$ 11,465	$ 2,312
% of Revenue	97%	45%	93%	54%
United States
Revenue by country of domicile:
Revenue	$ 275	$ 1,466	$ 861	$ 1,570
% of Revenue	3%	53%	7%	37%
Other
Revenue by country of domicile:
Revenue	$ 16	$ 56	$ 48	$ 390
% of Revenue		2%		9%

Fair Value Measurement - Schedu

Fair Value Measurement - Schedule of assets measured at fair value on a recurring basis (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Cash equivalents:
Total cash equivalents	$ 37,061	$ 33,562
Short-term investments:
Total short-term investments	0	5,969
Total assets measured at fair value	37,061	39,531
Liabilities:
Warrant liability	61	43
Earnout liability	34	93
Total liabilities measured at fair value	95	136
US Government Agencies Debt Securities [Member]
Short-term investments:
Total short-term investments		5,969
Money market fund
Cash equivalents:
Total cash equivalents	37,061	33,562
Level 1
Cash equivalents:
Total cash equivalents	37,061	33,562
Short-term investments:
Total short-term investments	0	0
Total assets measured at fair value	37,061	33,562
Liabilities:
Warrant liability	0	0
Earnout liability	0	0
Total liabilities measured at fair value	0	0
Level 1 | US Government Agencies Debt Securities [Member]
Short-term investments:
Total short-term investments		0
Level 1 | Money market fund
Cash equivalents:
Total cash equivalents	37,061	33,562
Level 2
Cash equivalents:
Total cash equivalents	0	0
Short-term investments:
Total short-term investments	0	5,969
Total assets measured at fair value	0	5,969
Liabilities:
Warrant liability	61	43
Earnout liability	0	0
Total liabilities measured at fair value	61	43
Level 2 | US Government Agencies Debt Securities [Member]
Short-term investments:
Total short-term investments		5,969
Level 2 | Money market fund
Cash equivalents:
Total cash equivalents	0	0
Level 3
Cash equivalents:
Total cash equivalents	0	0
Short-term investments:
Total short-term investments	0	0
Total assets measured at fair value	0	0
Liabilities:
Warrant liability	0	0
Earnout liability	34	93
Total liabilities measured at fair value	34	93
Level 3 | US Government Agencies Debt Securities [Member]
Short-term investments:
Total short-term investments		0
Level 3 | Money market fund
Cash equivalents:
Total cash equivalents	$ 0	$ 0

Fair Value Measurement - Sche_2

Fair Value Measurement - Schedule of changes in Fair Value of Earnout Liability (Details) $ in Millions	6 Months Ended
	Jun. 30, 2023 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Gain (Loss) On Earnout Liability	$ (0.7)

Inventories - Schedule of inven

Inventories - Schedule of inventories (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials	$ 439		$ 439		$ 1,182
Work-in-process	602		602		876
Finished goods	194		194		338
Total inventories	1,235		1,235		$ 2,396
Inventory write-down	$ 600	$ 300	$ 800	$ 300

Prepaid Expenses and Other Cu_3

Prepaid Expenses and Other Current Assets (Details) - Schedule of prepaid expense and other current assets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Prepaid Expense and Other Assets, Current [Abstract]
Other prepaid expenses	$ 2,391	$ 737
Prepaid Insurance	925	365
Other current assets	77	151
Total prepaid expenses and other current assets	$ 3,393	$ 1,253

Property and Equipment, Net (De

Property and Equipment, Net (Details) - Schedule of property and equipment - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property, and equipment	$ 2,609	$ 2,722
Less: accumulated depreciation and amortization	(1,360)	(1,272)
Total property and equipment, net	1,249	1,450
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property, and equipment	2,213	2,326
Automobiles
Property, Plant and Equipment [Line Items]
Property, and equipment	45	45
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, and equipment	235	235
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	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Property, Plant and Equipment [Line Items]
Depreciation	$ 100		$ 200
Depreciation and amortization		$ 100	$ 204	$ 235

Accrued Expenses and Other Cu_3

Accrued Expenses and Other Current Liabilities - Schedule of accrued expenses (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Deferred revenue	$ 2,500	$ 367
Warranty reserve	5	23
Total accrued expenses and other current liabilities	3,833	4,066
Employee-related Liabilities	1,149	878
Accrued payroll	$ 179	$ 2,798

Debt (Details)

Debt (Details) $ in Thousands, ¥ in Millions			3 Months Ended		6 Months Ended
	Jan. 24, 2023 USD ($)	Oct. 27, 2022 USD ($) businessDay	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Oct. 27, 2022 JPY (¥)
Short-Term Debt [Line Items]
Warrants fair value			$ 61		$ 61		$ 43
Loss from extinguishment of debt	$ 1,100		$ 0	$ 0	0	$ 1,123
Koito
Short-Term Debt [Line Items]
Foreign currency transaction loss	$ 800
Secured Debt | Koito
Short-Term Debt [Line Items]
Interest expense					$ 300
Secured Debt | Secured Debt | Koito
Short-Term Debt [Line Items]
Debt instrument, face amount		$ 39,400						¥ 5,800
Interest rate		1%						1%
Secured Term Loan Agreement | Secured Debt
Short-Term Debt [Line Items]
Loan maturity, after investment agreement close | businessDay		3

Convertible Preferred Stock - N

Convertible Preferred Stock - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands					3 Months Ended
	Jan. 19, 2023	Oct. 27, 2022	Aug. 09, 2022	Nov. 24, 2021	Jun. 30, 2023	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Temporary Equity [Line Items]
Convertible preferred stock, par value (in Dollars per share)		$ 0.00001				$ 0.00001		$ 0.00001
Convertible preferred stock, shares outstanding (in shares)					100,000	100,000	100,000	100,000	100,000	0
Convertible preferred stock, shares issued (in shares)						100,000
Consideration to be received on transaction					$ 63
Incremental expenses	$ 1,100
Convertible preferred stock, shares authorized (in shares)						5,000,000		5,000,000
Convertible preferred stock, liquidation preference						$ 106,300
Conversion price (in Dollars per share)		$ 25.85
Optional redemption, advanced notification period		30 days
Optional redemption, period to repurchase		2 years
Optional redemption, net income requirement period		5 years
Optional redemption, related party redemption period		7 years
Preferred stock, put right, conversion		110%
Preferred stock, fundamental change, voting power		50%
Preferred stock, fundamental change, agreements exceeding		10%
Dividends payable						$ 6,300
Dividends payable (per share)						$ 63.10
Class A Stock | Purchase Agreement
Temporary Equity [Line Items]
Shares issued in transaction (in shares)			15,000	5,000
Warrants | Purchase Agreement
Temporary Equity [Line Items]
Issuance of convertible preferred stock, net of transaction costs (in shares)		100,000
Consideration to be received on transaction		$ 100,000
Preferred stock, paid-in-kind, dividend rate	4.25%
Preferred stock, dividend rate	3.25%

Stockholders_ Equity (Deficit)

Stockholders’ Equity (Deficit) (Details) $ / shares in Units, $ in Millions	Aug. 09, 2022 shares	Nov. 24, 2021 USD ($) salesPrice salesPriceDay shares	Jun. 30, 2024 vote $ / shares shares	Dec. 31, 2023 $ / shares shares
Stockholders’ Equity (Deficit) (Details) [Line Items]
Common stock vote per share | vote			1
Common stock, outstanding (in shares)			16,043,207	15,861,494
Common stock, shares issued (in shares)			16,043,207	15,861,494
Common stock, shares authorized (in shares)			35,000,000
Common stock, par value (in Dollars per share) | $ / shares			$ 0.00001	$ 0.00001
Number of lowest closing common stock sales price | salesPrice		3
Average sales price, consecutive days | salesPriceDay		10
Commitment fee obligation period	180 days
Purchase Agreement
Stockholders’ Equity (Deficit) (Details) [Line Items]
Purchase agreement | $		$ 100
Transaction period		36 months
Class A Stock | Purchase Agreement
Stockholders’ Equity (Deficit) (Details) [Line Items]
Shares issued in transaction (in shares)	15,000	5,000

Stock-Based Compensation - Narr

Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands		3 Months Ended		6 Months Ended
	Feb. 10, 2022 shares	Jun. 30, 2024 USD ($) shares	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) tradingDay tranche $ / shares shares	Jun. 30, 2023 USD ($) shares	Jul. 05, 2016 shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period				4 years
Capitalized share-based compensation | $		$ 11	$ 41	$ 21	$ 92
Forfeited (in shares)				5,600
2016 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock reserved for future issuance (in shares)						4,800,000
2022 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock reserved for future issuance (in shares)	1,512,314	2,143,038		2,143,038
Purchase price percent of common stock	2%
Restricted Stock Units (RSUs)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized stock based compensation | $		$ 6,800		$ 6,800
Compensation expense recognition period				2 years 7 months 6 days
Intrinsic value | $		3,700		$ 3,700
Granted (in shares)				1,079,328
Forfeited (in shares)				84,714
Restricted Stock Units (RSUs) | 2022 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Conversion of RSUs to common stock (in shares)				1
Restricted Stock Units (RSUs) | Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period				1 year
Restricted Stock Units (RSUs) | Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period				4 years
Performance Shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares)				0	12,300
Number of tranches | tranche				2
Fair value | $				$ 100
Weighted average grant date fair value (in Dollars per share) | $ / shares				$ 9.77
Performance Shares | 2022 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Conversion of RSUs to common stock (in shares)				1
Performance Shares | Share-Based Payment Arrangement, Tranche One
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares)					6,600
Threshold trading days | tradingDay				20
Consecutive trading days | tradingDay				30
Intrinsic value (in Dollars per share) | $ / shares				$ 150
Market capitalization | $		2,100,000		$ 2,100,000
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)					5,700
Threshold trading days | tradingDay				20
Consecutive trading days | tradingDay				30
Intrinsic value (in Dollars per share) | $ / shares				$ 175
Market capitalization | $		2,500,000		$ 2,500,000
Service period				22 months
Stock options to purchase common stock and RSUs
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized stock based compensation | $		$ 1,500		$ 1,500
Compensation expense recognition period				10 months 24 days

Stock-Based Compensation - Sche

Stock-Based Compensation - Schedule of employee and nonemployee stock option activity (Details) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares
Shares
Beginning balance (in shares) | shares	1,258,483
Granted (in shares) | shares	0
Exercised (in shares) | shares	(3,896)
Expired/Forfeited (in shares) | shares	(198,400)
Ending balance (in shares) | shares	1,056,187	1,258,483
Shares, Exercisable (in shares) | shares	996,769
Shares, Vested and expected to vest (in shares) | shares	1,056,187
Weighted Average Exercise Price
Beginning balance (in Dollars per share) | $ / shares	$ 19.22
Granted (in Dollars per share) | $ / shares	0
Exercised (in Dollars per share) | $ / shares	1
Expired/Forfeited (in Dollars per share) | $ / shares	30.91
Ending balance (in Dollars per share) | $ / shares	17.10	$ 19.22
Weighted Average Exercise Price, Exercisable (in Dollars per share) | $ / shares	15.13
Vested and expected to vest (in Dollars per share) | $ / shares	$ 17.10
Weighted Average Remaining Contract Term (in years)
Outstanding	4 years 9 months 18 days	4 years 6 months
Exercisable	4 years 7 months 6 days
Vested and expected to vest	4 years 9 months 18 days
Aggregate Intrinsic Value (in thousands)
Outstanding | $	$ 599	$ 767
Exercisable | $	599
Vested and expected to vest | $	$ 599

Stock-Based Compensation - Sc_2

Stock-Based Compensation - Schedule of Restricted Stock (Details) - $ / shares	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Shares
Forfeited (in shares)	(5,600)
Weighted Grant Date Fair Value
Released (in Dollars per share)	$ 17.71
Restricted Stock Units (RSUs)
Shares
Outstanding, beginning balance (in shares)	608,029
Granted (in shares)	1,079,328
Released (in shares)	(213,217)
Forfeited (in shares)	(84,714)
Outstanding, ending balance (in shares)	1,389,426
Weighted Grant Date Fair Value
Outstanding (in Dollars per share)	$ 5.55	$ 16.36
Granted (in Dollars per share)	3
Forfeited (in Dollars per share)	$ 20.17

Stock-Based Compensation (Detai

Stock-Based Compensation (Details) - Schedule of stock based compensation expense related to options granted to employees and non employees - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 1,498	$ 2,365	$ 2,424	$ 4,654
Cost of revenue
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	609	44	620	104
Research and development expense
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	416	1,193	1,204	2,370
Selling, general and administrative expense
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 473	$ 1,128	$ 600	$ 2,180

Earnout Liability - Narrative (

Earnout Liability - Narrative (Details) $ / shares in Units, $ in Thousands		6 Months Ended		8 Months Ended
	Feb. 10, 2022	Jun. 30, 2024 USD ($) tradingDay $ / shares shares	Jun. 30, 2023 USD ($)	Sep. 30, 2022	Dec. 31, 2023 USD ($)
Earnout Liability (Details) [Line Items]
Period of contingency		3 years
Expected dividend yield	0%	0%		0%
Earnout liability | $		$ 34			$ 93
Gain (loss) on earnout liability | $			$ 700
Class A Stock | Share Price Two
Earnout Liability (Details) [Line Items]
Trading days threshold		20
Consecutive trading days threshold		30
Number of shares (in shares) | shares		600,000
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		20
Consecutive trading days threshold		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		6 Months Ended	8 Months Ended
	Feb. 10, 2022	Jun. 30, 2024	Sep. 30, 2022
Disclosure Of Earnout Liability [Abstract]
Current stock price (in Dollars per share)	$ 3.14	$ 2.69
Expected volatility	117%		117%
Risk-free interest rate	5.32%		5.32%
Expected term (in years)	1 year 2 months 12 days		9 months 18 days
Expected dividend yield	0%	0%	0%

Warrants (Details)

Warrants (Details) $ / shares in Units, $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2024 USD ($) $ / shares shares	Jun. 30, 2024 USD ($) tradingDay $ / shares shares	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
Warrants (Details) [Line Items]
Warrants exercise price (in Dollars per share) | $ / shares	$ 0.01	$ 0.01
Warrants, redemption notice		30 days
Warrants, trading days threshold | tradingDay		20
Warrants, consecutive trading days threshold | tradingDay		30
Loss (gain) on change in fair value of warrant liability | $		$ 18	$ (130)
Warrant liability | $	$ 61	$ 61		$ 43
IPO
Warrants (Details) [Line Items]
Sale of public warrants (in shares) | shares	8,625,000	8,625,000
Warrants , term	5 years	5 years
Class A Stock
Warrants (Details) [Line Items]
Price per share (in Dollars per share) | $ / shares	$ 180	$ 180
Class A Stock | IPO
Warrants (Details) [Line Items]
Number of shares per warrant (in shares) | shares	10	10
Price per share (in Dollars per share) | $ / shares	$ 115	$ 115
Business Combination
Warrants (Details) [Line Items]
Fair value of private placement | $	$ 2,600	$ 2,600
Sponsor | Purchase Agreement
Warrants (Details) [Line Items]
Private placement warrants (in shares) | shares	5,175,000

Leases - Narrative (Details)

Leases - Narrative (Details)	Jun. 30, 2024
Leases [Abstract]
Lease term	1 year

Leases (Details) - Schedule of

Leases (Details) - Schedule of components of lease expense - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Leases [Abstract]
Operating lease cost	$ 799	$ 803	$ 1,599	$ 1,468
Variable lease cost	233	203	437	408
Total operating lease cost	$ 1,032	$ 1,006	$ 2,036	$ 1,876

Leases (Details) - Schedule o_2

Leases (Details) - Schedule of supplemental cash flow information - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Cash paid for operating leases included in operating activities	$ 1,627	$ 984
Right of use assets obtained in exchange for lease obligations:
Operating leases	$ 0	$ 11,190

Leases (Details) - Schedule o_3

Leases (Details) - Schedule of supplemental balance sheet information related to leases - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Operating lease right-of-use assets
Operating Lease, Right-of-Use Asset	$ 9,138	$ 10,038
Operating lease liabilities:
Operating lease liabilities, current	2,045	1,875
Operating lease liabilities, non-current	7,635	8,720
Total operating lease liabilities	$ 9,680	$ 10,595

Leases (Details) - Schedule o_4

Leases (Details) - Schedule of weighted average remaining term and discount rates	Jun. 30, 2024	Dec. 31, 2023
Leases [Abstract]
Weighted average remaining lease term	3 years 9 months 10 days	4 years 3 months 7 days
Weighted average discount rate	14.48%	14.48%

Leases (Details) - Schedule o_5

Leases (Details) - Schedule of maturities of lease liabilities $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($)
Leases [Abstract]
2022	$ 1,621
Lessee, Operating Lease, Liability, to be Paid, Year One	3,318
Lessee, Operating Lease, Liability, to be Paid, Year Two	3,324
Lessee, Operating Lease, Liability, to be Paid, Year Three	3,368
Thereafter	847
Total undiscounted lease payments	12,478
Present value adjustment for minimum lease commitments	(2,798)
Net lease liabilities	$ 9,680

Commitments and Contingencies (

Commitments and Contingencies (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($)
Lessee, Lease, Description [Line Items]
Gain recognized on cost recovery	$ (4,000)
Minimum
Lessee, Lease, Description [Line Items]
Estimated loss contingency	0
Maximum
Lessee, Lease, Description [Line Items]
Estimated loss contingency	$ 1,100

Related Party Transactions (Det

Related Party Transactions (Details) $ in Thousands, ¥ in Millions			3 Months Ended		6 Months Ended
	Jan. 19, 2023 designee	Oct. 27, 2022 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Oct. 27, 2022 JPY (¥)
Related Party Transaction [Line Items]
Consideration to be received on transaction				$ 63
Accounts receivable, net			$ 333		$ 333		$ 3,625
Related Party
Related Party Transaction [Line Items]
Revenue			10,100	$ 1,200	11,400	$ 2,100
Accounts receivable, net			$ 0		$ 0		$ 2,121
Related Party | Revenue Benchmark | Customer Concentration Risk
Related Party Transaction [Line Items]
Concentration risk			97%	44%	92%	49%
Koito
Related Party Transaction [Line Items]
Number of designees on company's board | designee	2
Secured Debt | Koito | Secured Debt
Related Party Transaction [Line Items]
Debt instrument, face amount		$ 39,400						¥ 5,800
Warrants | Purchase Agreement
Related Party Transaction [Line Items]
Consideration to be received on transaction		$ 100,000

Segments (Details)

Segments (Details) - segment	3 Months Ended	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024
Segments (Details) [Line Items]
Number of operating segments		1
United States
Segments (Details) [Line Items]
Long lived assets	100%

Subsequent Events (Details)

Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended
	Jan. 19, 2023	Oct. 27, 2022	Jun. 30, 2023	Jul. 29, 2024	Jun. 30, 2024	Feb. 10, 2022
Subsequent Event [Line Items]
Common stock, shares subscription (in shares)						5,950,000
Consideration to be received on transaction			$ 63
Conversion price (in Dollars per share)		$ 25.85
Total amount of callable shares (shares)					1,380,000
Investment Agreement | Convertible Preferred Stock, Series A
Subsequent Event [Line Items]
Consideration to be received on transaction		$ 100,000
Preferred stock, paid-in-kind, dividend rate	4.25%
Preferred stock, dividend rate	3.25%
Subsequent Event
Subsequent Event [Line Items]
Business acquisition, per share consideration (usd per share)				$ 3.17
Subsequent Event | Koito
Subsequent Event [Line Items]
Shares owned (percent)				50.90%
Subsequent Event | Scenario, Plan | Koito
Subsequent Event [Line Items]
Business acquisition, voting approval threshold for approval (percent)				38.70%
Business acquisition, adjusted voting percentage for approval (percent)				35%
Subsequent Event | Scenario, Plan | The Pubic Warrants | Koito
Subsequent Event [Line Items]
Total amount of callable shares (shares)				862,500
Subsequent Event | Scenario, Plan | Private Warrants | Koito
Subsequent Event [Line Items]
Total amount of callable shares (shares)				517,000
Subsequent Event | Scenario, Plan | Common Stock | Koito | Dr. Jun Pei
Subsequent Event [Line Items]
Business acquisition, shares contribution (shares)				1,291,810
Subsequent Event | Scenario, Plan | Common Stock | Koito | Dr. Mark McCord
Subsequent Event [Line Items]
Business acquisition, shares contribution (shares)				515,886
Subsequent Event | Scenario, Plan | Common Stock | Koito | Mr. Yupeng Cui
Subsequent Event [Line Items]
Business acquisition, shares contribution (shares)				476,549
Subsequent Event | Scenario, Plan | Common Stock | Koito | Koito
Subsequent Event [Line Items]
Business acquisition, shares contribution (shares)				1,962,474
Subsequent Event | Scenario, Plan | Series A Preferred Stock | Koito | Koito
Subsequent Event [Line Items]
Business acquisition, shares contribution (shares)				100,000