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Washington, D.C. 20549








Date of Report (Date of earliest event reported): May 11, 2022



(Exact name of registrant as specified in its charter)


Delaware   001-39959   27-2447291
(State or other jurisdiction
of incorporation)
  (Commission File Number)  

(IRS Employer

Identification No.)


399 West Trimble Road

San Jose, CA 95131

(Address of principal executive offices, including zip code)


Registrant’s telephone number, including area code: 408-459-7579


(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class:   Trading Symbol(s)   Name of Each Exchange on Which Registered:
Common stock, par value $0.00001 per share   CPTN   The Nasdaq Capital Market
Redeemable warrants, exercisable for common stock at an exercise price of $11.50 per share, subject to adjustment   CPTNW   The Nasdaq Capital Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 


Emerging growth company


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  







Item 2.02 Results of Operations and Financial Condition.


On May 11, 2022, Cepton, Inc., a Delaware corporation (the “Company”), announced financial results for its first quarter ended March 31, 2022. A copy of the Company’s press release announcing these financial results is attached as Exhibit 99.1 hereto and incorporated in this Item 2.02 by reference.


The information set forth in Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits.


Exhibit No.   Description
99.1   Press Release, dated May 11, 2022
104.1   Cover Page Interactive Data File (embedded within the Inline XBRL document)







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: May 11, 2022 By: /s/ Jun Pei
  Name:  Jun Pei
  Title: President and Chief Executive Officer






Exhibit 99.1


Cepton, Inc. Reports First Quarter 2022 Results


SAN JOSE, CA, May 11, 2022 – Cepton, Inc. (“Cepton”) (Nasdaq: CPTN), a Silicon Valley innovator and leader in high-performance MMT® lidar solutions, today announced business updates and financials for the first quarter ended March 31, 2022.


“Following our public listing in February this year, Cepton is well equipped to execute on its 2022 milestones and deliver long-term value to our shareholders,” said Jun Pei, Cepton’s Co-Founder and CEO. “We continue to make progress on series production execution milestones, with D-sample units being shipped to multiple manufacturing sites across the United States, bringing us one step closer to seeing Cepton’s industry leading LiDAR products in everyday vehicles. On the horizon, we have completed key design milestones on Nova, our near-range LiDAR solution and our second ASIC, that will enable further performance enhancement and cost reduction benefits.”


First Quarter Highlights


OEM Series Production Execution


Started shipping D-sample in support of the GM Ultra Cruise program for anticipated start of production in 2023


Started transfer of manufacturing processes, equipment and software to Koito in preparation for series production




Continue to be engaged in discussions with global top-10 automotive OEMs for production vehicle programs


Completed B-sample design on near-range LiDAR (Nova), to begin shipping to OEMs for evaluation starting Q2 2022


Smart Infrastructure


Multiple projects completed proof-of-concept validation, potentially resulting in meaningful volume




Completed second ASIC architecture design for further performance enhancement and cost reduction





Financial Highlights




First quarter 2022 revenue was $1.5 million, an increase of 239%, compared to the prior year period and 16% sequentially


Net Income and Non-GAAP Net Loss


First quarter 2022 GAAP net income was $41.2 million, or $0.36 per share, $0.32 diluted per share, compared to GAAP net loss of $8.4 million, or $(0.13) per share, basic and diluted, in the prior year period


First quarter 2022 Non-GAAP net loss was $12.2 million, or $(0.11) per share, basic and diluted, compared to non-GAAP net loss of $8.1 million, or $(0.12) per share, basic and diluted, in the prior year period


Non-GAAP adjustments include $56.7 million gain on remeasurement of earnout shares liability, $2.7 million non-recurring transaction costs related to our SPAC transaction, stock-based compensation of $1.3 million, and a $0.8 million gain on remeasurement of our warrant liability


Adjusted EBITDA


First quarter 2022 adjusted EBITDA was ($11.4) million, compared to ($8.0) million in the prior year period


Conference Call Details


Cepton will host a live conference call and webcast to discuss the business updates and results at 2:00 p.m. PT (5:00 p.m. ET) today. The live call can be accessed by dialing 844-826-3035 and by webcast at https://investors.cepton.com/.


A telephonic replay of the conference call will be available approximately two hours after the live call and until May 25, 2022, and can be accessed by dialing 844-512-2921 and entering the passcode 10166805. An archived webcast of the conference call will be accessible on Cepton’s Investor Relations page.


About Cepton, Inc.


Cepton is a Silicon Valley innovator of lidar-based solutions for automotive (ADAS/AV), smart cities, smart spaces and smart industrial applications. With its patented Micro Motion Technology (MMT®), Cepton aims to take lidar mainstream and achieve a balanced approach to performance, cost and reliability, while enabling scalable and intelligent 3D perception solutions across industries.


Cepton has been awarded the largest known ADAS lidar series production award in the industry to date, based on the number of vehicle models awarded, to support General Motors’ Ultra Cruise program. Cepton is also engaged with all other Top 10 global OEMs.


Founded in 2016 and led by industry veterans with decades of collective experience across a wide range of advanced lidar and imaging technologies, Cepton is focused on the mass market commercialization of high performance, high quality lidar solutions. Cepton is headquartered in San Jose, CA and has a center of excellence facility in Troy, MI to provide local support to the OEM and Tier 1-studded Metro Detroit area. Cepton also has a presence in Germany, Canada, Japan, India and China to serve a fast-growing global customer base. For more information, visit www.cepton.com and follow Cepton on Twitter and LinkedIn. Information on or that can be accessed through our website, our Twitter account, our LinkedIn account, or that is contained in any website to which a hyperlink is provided herein is not part of this press release.





Forward-Looking Statements


This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. The statements included under Full Year 2022 Financial Outlook above as well as any other statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements may be identified by the use of words such as “estimate,” “objective,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “milestone,” “designed to” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Cepton cautions viewers of this press release that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond Cepton’s control, that could cause the actual results to differ materially from the expected results. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics, projections of market opportunity, future sensor sales numbers and market share, potential benefits and the commercial attractiveness to its customers of Cepton’s products and services, the potential success of Cepton’s marketing and expansion strategies, and the potential for Cepton to achieve design awards.


These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of Cepton’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. These forward-looking statements are subject to a number of risks and uncertainties, including (1) the conditions affecting the markets in which Cepton operates; (2) the success of Cepton’s strategic relationships, including with its Tier 1 partners, none of which are exclusive; (3) fluctuations in sales of Cepton’s major customers; (4) fluctuations in capital spending in the automotive and smart infrastructure markets; (5) the impact of the COVID-19 pandemic on the global economy and financial markets, including any restrictions on Cepton’s operations and the operations of Cepton’s customers and suppliers resulting from public health requirements and government mandates; (6) changes in applicable laws or regulations; (7) the possibility that Cepton’s business may be adversely affected by other economic, business, and/or competitive factors; (8) the risk that current trends in the automotive and smart infrastructure markets decelerate or do not continue; (9) estimates for the financial performance of Cepton’s business may prove to be incorrect or materially different from actual results; (10) risks relating to the uncertainty of the projected financial and operating information, including whether Cepton will be able to achieve its target milestones, its pricing and sales volume targets, and its proposed production timelines and win the engagements contemplated in its projected pipeline, and the ability of OEMs and other strategic partners to re-source or cancel vehicle or technology programs; (11) risks related to future market adoption of Cepton’s offerings; (12) the final terms of Cepton’s arrangement with its Tier 1 partner and, in turn, its Tier 1 partner's contract with GM differing from Cepton's expectations, including with respect to volume and timing, or that the arrangement can be terminated or may not materialize into a long- term contract partnership arrangement; (13) risks related to Cepton’s marketing and growth strategies; (14) the effects of competition on Cepton’s future business; (15) Cepton’s ability to issue equity or equity-linked securities in the future; (16) expectations with respect to future operating and financial performance and growth, including when Cepton will generate positive cash flow from operations; (17) Cepton’s ability to raise funding on reasonable terms as necessary to develop its products in the timeframe contemplated by its business plan, and to comply with the terms of any restrictive, financial or other covenants in the agreements governing such funding; (18) Cepton’s ability to execute its business plans and strategy; (19) the outcome of any legal proceedings that may be instituted against Cepton related to the recent business combination with Growth Capital Acquisition Corp.; (20) negative impact on the global economy and capital markets resulting from the conflict in Ukraine or any other geopolitical tensions; and (21) the other risks and uncertainties indicated from time to time in the reports and documents Cepton files with the Securities and Exchange Commission (the “SEC”), including in the registration statement on Form S-1 (File No. 333-262667) and the registration statement on Form S-1 (File No. 333-262668), each filed with the SEC on February 11, 2022, and any amendments thereto. If any of these risks materialize or any of Cepton’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Cepton does not presently know or that Cepton currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Cepton’s expectations, plans or forecasts of future events and views as of the date of this press release. Cepton anticipates that subsequent events and developments will cause its assessments to change. However, while Cepton may elect to update these forward-looking statements at some point in the future, Cepton specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Cepton’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.





Actual results, performance or achievements may, and are likely to, differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements were based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond Cepton’s control.


Non-GAAP Financial Measures


Some of the financial information and data contained in this press release, such as non-GAAP net loss and adjusted EBITDA, have not been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). Non-GAAP net loss is defined as GAAP net income (loss) excluding stock-based compensation, non-recurring transaction expenses, and gain or loss on remeasurement of earnout liability and warrants. Adjusted EBITDA is defined as non-GAAP net loss before interest expenses, provision for income taxes, and depreciation and amortization.


Cepton believes these non-GAAP financial measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Cepton’s financial condition and results of operations. Cepton believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating actual and projected operating results and trends in comparing Cepton’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. Cepton also believes that adjusted EBITDA is useful to investors and analysts in assessing our operating performance during the periods these charges were incurred on a consistent basis with the periods during which these charges were not incurred. Our presentation of adjusted EBITDA should not be considered as an inference that our future results and financial position will be unaffected by unusual items. Cepton does not consider these non-GAAP financial measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and other amounts that are required by GAAP to be recorded in Cepton’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expenses and other amounts are excluded or included in determining these non-GAAP financial measures.


Cepton, Inc. Contacts


Investors: InvestorRelations@cepton.com


Media: Faithy Li, media@cepton.com


Source: Cepton, Inc.






Reconciliation of GAAP Net Income (Loss) to Non-GAAP Net Loss and Non-GAAP Adjusted EBITDA

(In thousands, except share and share data)



   Three months ended
March 31,
   2022   2021 
Net income (loss)  $41,198   $(8,359)
Stock-based compensation   1,346    293 
Non-recurring transaction expenses   2,709    - 
Gain on remeasurement of earnout liability   (56,678)   - 
Gain on remeasurement of warrant liability   (780)   - 
Non-GAAP net loss  $(12,205)  $(8,066)
Interest expense   706    - 
Provision for income taxes   4    9 
Depreciation and amortization   68    46 
Non-GAAP adjusted EBITDA  $(11,427)  $(8,011)
GAAP net income (loss) per share attributable to common stockholders:          
Basic  $0.36   $(0.13)
Diluted  $0.32   $(0.13)
Non-GAAP net income (loss) per share attributable to common stockholders:          
Basic  $(0.11)  $(0.12)
Diluted  $(0.11)  $(0.12)
Shares used in computing GAAP net loss per share attributable to common stockholders:          
Basic   115,865,890    66,735,026 
Diluted   127,082,423    66,735,026 
Shares used in computing Non-GAAP net loss per share attributable to common stockholders:          
Basic   115,865,890    66,735,026 
Diluted   115,865,890    66,735,026 






Condensed Consolidated Balance Sheets

(In thousands, except share data)



   March 31,   December 31, 
   2022   2021 
Current assets:        
Cash and cash equivalents  $24,593   $3,654 
Short-term investments   20,248    2,836 
Accounts receivable   1,066    500 
Inventories   2,788    2,523 
Right-of-use assets   1,138     
Prepaid expenses and other current assets   7,850    6,998 
Total current assets   57,683    16,511 
Property and equipment, net   546    480 
Other assets   2,238    293 
Total assets  $60,467   $17,284 
Current liabilities:          
Accounts payable  $2,445   $2,547 
Operating lease liabilities   1,433     
Accrued expenses and other current liabilities   2,605    2,777 
Total current liabilities   6,483    5,324 
Long-term debt   9,260     
Warrant liability   2,536     
Earnout liability   18,320     
Other long-term liabilities   21    23 
Total liabilities   36,620    5,347 
Commitments and contingencies (Note 17)          
Convertible preferred stock:          
Convertible preferred stock – Par value $0.00001 per share – No shares authorized at March 31, 2022; 22,806,009 shares authorized at December 31, 2021; No shares issued and outstanding at March 31, 2022; 21,671,491 shares issued and outstanding at December 31, 2021 (aggregate liquidation preference of $96.7 million at December 31, 2021)        99,470 
Stockholders’ equity (deficit):          
Preferred stock – Par value $0.00001 per share – 5,000,000 shares authorized at March 31, 2022; No shares authorized at December 31, 2021; No shares issued and outstanding at March 31, 2022 or December 31, 2021        
Common stock – Par value $0.00001 per share – 350,000,000 and 75,000,000 shares authorized at March 31, 2022 and December 31, 2021; 154,048,001 and 67,645,189 shares issued and outstanding at March 31, 2022 and December 31, 2021   2     
Class F stock – Par value $0.00001 per share – No shares of Class F stock authorized as of March 31, 2022; 8,402,000 shares authorized at December 31, 2021; No shares of Class F stock issued and outstanding as of March 31, 2022; 8,372,143 shares issued and outstanding at December 31, 2021        
Additional paid-in capital   78,143    7,949 
Accumulated other comprehensive income   (58)   (43)
Accumulated deficit   (54,240)   (95,439)
Total stockholders’ equity (deficit)   23,847    (87,533)






Condensed Consolidated Statements of Operations

(in thousands, except share and per share data)



   Three Months Ended
March 31,
   2022   2021 
Lidar Sensor and Prototype Revenue  $1,485   $438 
Cost of Revenue   1,252    1,119 
Gross Profit (Loss)   233    (681)
Operating expenses:          
Research and development   7,754    4,880 
Selling, general and administrative   8,043    2,803 
Total operating expenses   15,797    7,683 
Operating loss   (15,564)   (8,364)
Other income (expenses)          
Change in fair value of earnout liability   56,678     
Change in fair value of warrant liability   780     
Other income (expense), net   2    2 
Interest (expense) income, net   (694)   12 
Income (loss) before income taxes   41,202    (8,350)
Provision for income taxes   (4)   (9)
Net income (loss)  $41,198   $(8,359)
Net income (loss) per share, basic  $0.36   $(0.13)
Net income (loss) per share, diluted  $0.32   $(0.13)
Weighted-average common shares, basic   115,865,890    66,735,026 
Weighted-average common shares, diluted   127,082,423    66,735,026 






Condensed Consolidated Statements of Cash Flows

(In thousands)



   Three Months Ended
March 31,
   2022   2021 
Net Income (Loss)  $41,198   $(8,359)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation and amortization   68    46 
Stock-based compensation   1,347    294 
Amortization of right-of-use asset   311     
Amortization, other   (294)   103 
Change in fair value of earnout liability   (56,678)    
Change in fair value of warrant liability   (780)    
Changes in operating assets and liabilities:          
Accounts receivable, net   (566)   (33)
Inventories   (254)   418 
Prepaid expenses and other current assets   (739)   (2,575)
Other long-term assets   (1,945)    
Accounts payable   (102)   (53)
Accrued expenses and other current liabilities   (662)   802 
Operating lease liabilities   (389)    
Other long-term liabilities   (2)   (37)
Net cash used in operating activities   (19,487)   (9,394)
Purchases of property and equipment   (133)   (8)
Purchases of short-term investments   (20,238)   (998)
Proceeds from sales of short-term investments       1,265 
Proceeds from maturities of short-term investments   2,773    13,000 
Net cash provided by (used in) investing activities   (17,598)   13,259 
Proceeds from business combination and private offering   76,107     
Payments of business combination and private offering transaction costs   (28,038)    
Proceeds from issuance of debt and warrants, net of debt discount   9,724     
Proceeds from issuance of common stock options, net of repurchases   235    254 
Net cash provided by financing activities   58,028    254 
Effect of exchange rate changes on cash   (4)   (10)
Net increase in cash and cash equivalents   20,939    4,109 
Cash and cash equivalents, beginning of period   3,654    11,312 
Cash and cash equivalents, end of period  $24,593   $15,421