0001213900-22-046961 | 10-Q | XBRL Viewer

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Document And Entity Information - shares	6 Months Ended
Document And Entity Information - shares	Jun. 30, 2022	Aug. 01, 2022
Document Information Line Items
Entity Registrant Name	Cepton, Inc.
Trading Symbol	CPTN
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		155,608,919
Amendment Flag	false
Entity Central Index Key	0001498233
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Jun. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39959
Entity Tax Identification Number	27-2447291
Entity Address, Address Line One	399 West Trimble Road
Entity Address, City or Town	San Jose
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95131
City Area Code	408
Local Phone Number	459-7579
Title of 12(b) Security	Common stock, par value $0.00001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 4,538	$ 3,654
Short-term investments	26,500	2,836
Accounts receivable, net of allowance for doubtful accounts of $0 and $0, respectively	1,676	500
Inventories	2,990	2,523
Right-of-use assets	813
Prepaid expenses and other current assets	6,681	6,998
Total current assets	43,198	16,511
Property and equipment, net	1,019	480
Other assets	1,687	293
Total assets	45,904	17,284
Current liabilities:
Accounts payable	2,489	2,547
Operating lease liabilities	1,069
Accrued expenses and other current liabilities	2,447	2,777
Total current liabilities	6,005	5,324
Long-term debt	9,311
Warrant liability	631
Earnout liability	2,690
Other long-term liabilities	320	23
Total liabilities	18,957	5,347
Commitments and contingencies (Note 17)
Convertible preferred stock:
Convertible preferred stock – Par value $0.00001 per share – No shares authorized at June 30, 2022; 22,806,009 shares authorized at December 31, 2021; No shares issued and outstanding at June 30, 2022; 21,671,491 shares issued and outstanding at December 31, 2021 (aggregate liquidation preference of $96.7 million at December 31, 2021)		99,470
Stockholders’ equity (deficit):
Preferred stock – Par value $0.00001 per share – 5,000,000 shares authorized at June 30, 2022; No shares authorized at December 31, 2021; No shares issued and outstanding at June 30, 2022 or December 31, 2021
Common stock – Par value $0.00001 per share – 350,000,000 and 75,000,000 shares authorized at June 30, 2022 and December 31, 2021; 154,473,354 and 67,645,189 shares issued and outstanding at June 30, 2022 and December 31, 2021	2
Class F stock – Par value $0.00001 per share – No shares of Class F stock authorized as of June 30, 2022; 8,402,000 shares authorized at December 31, 2021; No shares of Class F stock issued and outstanding as of June 30, 2022; 8,372,143 shares issued and outstanding at December 31, 2021
Additional paid-in capital	80,445	7,949
Accumulated other comprehensive loss	(103)	(43)
Accumulated deficit	(53,397)	(95,439)
Total stockholders’ equity (deficit)	26,947	(87,533)
Total liabilities, convertible preferred stock and stockholders’ equity (deficit)	$ 45,904	$ 17,284

Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Net of allowance for doubtful accounts (in Dollars)	$ 0	$ 0
Preferred stock – Par value (in Dollars per share)	$ 0.00001	$ 0.00001
Preferred stock – shares authorized	5,000,000
Preferred stock – shares issued
Preferred stock – shares outstanding
Common stock – Par value (in Dollars per share)	$ 0.00001	$ 0.00001
Common stock – shares authorized	350,000,000	75,000,000
Common stock – shares issued	154,473,354	67,645,189
Common stock – shares outstanding	154,473,354	67,645,189
Convertible Preferred Stock
Preferred stock – Par value (in Dollars per share)	$ 0.00001	$ 0.00001
Preferred stock – shares authorized		22,806,009
Preferred stock – shares issued		21,671,491
Preferred stock – shares outstanding		21,671,491
Class F Stock
Common stock – Par value (in Dollars per share)	$ 0.00001	$ 0.00001
Common stock – shares authorized		8,402,000
Common stock – shares issued		8,372,143
Common stock – shares outstanding		8,372,143

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Total revenue	$ 2,559	$ 895	$ 4,044	$ 1,333
Total cost of revenue	3,082	1,318	4,334	2,436
Gross profit (loss)	(523)	(423)	(290)	(1,103)
Operating expenses:
Research and development	8,386	6,110	16,140	10,990
Selling, general and administrative	7,189	3,669	15,232	6,473
Total operating expenses	15,575	9,779	31,372	17,463
Operating loss	(16,098)	(10,202)	(31,662)	(18,566)
Other income (expenses)
Change in fair value of earnout liability	15,630		72,308
Change in fair value of warrant liability	1,904		2,684
Other income (expense), net	4		6	2
Interest (expense) income, net	(585)	3	(1,278)	14
Income (loss) before income taxes	855	(10,199)	42,058	(18,550)
Provision for income taxes	(12)	(2)	(16)	(11)
Net income (loss)	$ 843	$ (10,201)	$ 42,042	$ (18,561)
Net income (loss) per share, basic (in Dollars per share)	$ 0.01	$ (0.15)	$ 0.31	$ (0.28)
Net income (loss) per share, diluted (in Dollars per share)	$ 0.01	$ (0.15)	$ 0.29	$ (0.28)
Weighted-average common shares, basic (in Shares)	154,108,677	67,063,086	135,160,187	66,899,962
Weighted-average common shares, diluted (in Shares)	161,831,284	67,063,086	145,187,227	66,899,962
Net income (loss)	$ 843	$ (10,201)	$ 42,042	$ (18,561)
Other comprehensive loss, net of tax:
Changes in unrealized loss on available-for-sale securities	(37)	1	(48)	(4)
Foreign currency translation adjustments	(8)	(4)	(12)	(12)
Total other comprehensive loss, net of tax	(45)	(3)	(60)	(16)
Comprehensive income (loss)	798	(10,204)	41,982	(18,577)
Lidar sensor and prototype revenue [Member]
Total revenue	1,441	895	2,863	1,333
Total cost of revenue	2,520	1,318	3,736	2,436
Development revenue [Member]
Total revenue	1,118		1,181
Total cost of revenue	$ 562		$ 598

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Unaudited) - USD ($) $ in Thousands	Convertible Preferred Stock	Common Stock	Class F Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit	Total
Balance at Dec. 31, 2020	$ 99,470			$ 2,286	$ (18)	$ (58,197)	$ (55,929)
Balance (in Shares) at Dec. 31, 2020	21,671,491	27,184,882	8,372,143
Retroactive application of exchange ratio
Retroactive application of exchange ratio (in Shares)	31,407,080	39,397,728	12,133,201
Issuance of common stock upon exercise of stock options				254			254
Issuance of common stock upon exercise of stock options (in Shares)		177,602
Stock-based compensation expense				298			298
Unrealized gain/loss on available-for-sale securities, net of tax					(5)		(5)
Foreign currency translation adjustment					(8)		(8)
Net income (loss)						(8,359)	(8,359)
Balance at Mar. 31, 2021	$ 99,470			2,838	(31)	(66,556)	(63,749)
Balance (in Shares) at Mar. 31, 2021	53,078,571	66,760,212	20,505,344
Balance at Dec. 31, 2020	$ 99,470			2,286	(18)	(58,197)	(55,929)
Balance (in Shares) at Dec. 31, 2020	21,671,491	27,184,882	8,372,143
Unrealized gain/loss on available-for-sale securities, net of tax							(4)
Other comprehensive income, net of tax							(16)
Net income (loss)							(18,561)
Balance at Jun. 30, 2021	$ 99,470			4,697	(33)	(76,757)	(72,093)
Balance (in Shares) at Jun. 30, 2021	53,078,571	66,810,712	20,505,344
Balance at Mar. 31, 2021	$ 99,470			2,838	(31)	(66,556)	(63,749)
Balance (in Shares) at Mar. 31, 2021	53,078,571	66,760,212	20,505,344
Exercise of stock options				80			80
Exercise of stock options (in Shares)		50,500
Stock-based compensation expense				1,779			1,779
Unrealized gain/loss on available-for-sale securities, net of tax							1
Unrealized gain/loss on available-for-sale securities					1		1
Other comprehensive income, net of tax					(3)		(3)
Net income (loss)						(10,201)	(10,201)
Balance at Jun. 30, 2021	$ 99,470			4,697	(33)	(76,757)	(72,093)
Balance (in Shares) at Jun. 30, 2021	53,078,571	66,810,712	20,505,344
Balance at Dec. 31, 2021	$ 99,470			7,949	(43)	(95,439)	(87,533)
Balance (in Shares) at Dec. 31, 2021	21,671,491	27,618,907	8,372,143
Retroactive application of exchange ratio
Retroactive application of exchange ratio (in Shares)	31,407,080	40,026,282	12,133,201
Conversion of convertible preferred stock to common stock	$ (99,470)	$ 1		99,470		1	99,472
Conversion of convertible preferred stock to common stock (in Shares)	(53,078,571)	53,078,571
Conversion of Class F stock to common stock
Conversion of Class F stock to common stock (in Shares)		20,505,344	(20,505,344)
Reverse recapitalization, net of transaction costs		$ 1		(33,051)			(33,050)
Reverse recapitalization, net of transaction costs (in Shares)		11,845,943
Exercise of Trinity warrants				547			547
Exercise of Trinity warrants (in Shares)		237,571
Exercise of SVB warrants
Exercise of SVB warrants (in Shares)		146,954
Issuance of common stock to LPC as commitment shares				1,598			1,598
Exercise of stock options				273			273
Exercise of stock options (in Shares)		511,890
Stock-based compensation expense				1,357			1,357
Unrealized gain on available-for-sale investments					(11)		(11)
Cumulative translation adjustment					(4)		(4)
Net income (loss)						41,198	41,198
Balance at Mar. 31, 2022		$ 2		78,143	(58)	(54,240)	23,847
Balance (in Shares) at Mar. 31, 2022		153,971,462
Balance at Dec. 31, 2021	$ 99,470			7,949	(43)	(95,439)	$ (87,533)
Balance (in Shares) at Dec. 31, 2021	21,671,491	27,618,907	8,372,143
Issuance of common stock upon exercise of stock options (in Shares)							917,012
Conversion of Class F stock to common stock (in Shares)							5,950,000
Unrealized gain/loss on available-for-sale securities, net of tax							$ (48)
Other comprehensive income, net of tax							(60)
Net income (loss)							42,042
Balance at Jun. 30, 2022		$ 2		80,445	(103)	(53,397)	26,947
Balance (in Shares) at Jun. 30, 2022		154,442,738
Balance at Mar. 31, 2022		$ 2		78,143	(58)	(54,240)	23,847
Balance (in Shares) at Mar. 31, 2022		153,971,462
Exercise of stock options				211			211
Exercise of stock options (in Shares)		404,167
Issuance of common stock to LPC				50			50
Issuance of common stock to LPC (in Shares)		21,186
Stock-based compensation expense				2,229			2,229
Unrealized gain/loss on available-for-sale securities, net of tax							(37)
Other comprehensive income, net of tax							(45)
Vesting of early exercised options				38			38
Vesting of early exercised options (in Shares)		45,923
Incremental direct transaction costs related to reverse recapitalization				(226)			(226)
Unrealized gain on available-for-sale investments					(37)		(37)
Cumulative translation adjustment					(8)		(8)
Net income (loss)						843	843
Balance at Jun. 30, 2022		$ 2		$ 80,445	$ (103)	$ (53,397)	$ 26,947
Balance (in Shares) at Jun. 30, 2022		154,442,738

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ 42,042	$ (18,561)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	147	96
Stock-based compensation	3,586	2,076
Amortization of right-of-use asset	642
Amortization, other	800	153
Change in fair value of earnout liability	(72,308)
Change in fair value of warrant liability	(2,684)
Changes in operating assets and liabilities:
Accounts receivable, net	(1,176)	(87)
Inventories	(466)	387
Prepaid expenses and other current assets	(670)	(2,590)
Other long-term assets	(1,406)	(279)
Accounts payable	(178)	(328)
Accrued expenses and other current liabilities	(148)	1,136
Operating lease liabilities	(753)
Other long-term liabilities	298	1
Net cash used in operating activities	(32,274)	(17,996)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(567)	(23)
Purchases of short-term investments	(32,368)	(8,455)
Proceeds from sales of short-term investments	5,902	2,515
Proceeds from maturities of short-term investments	2,773	24,800
Net cash provided by (used in) investing activities	(24,260)	18,837
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Business Combination and private offering	76,107
Payments of Business Combination and private offering transaction costs	(28,897)
Proceeds from issuance of debt and warrants, net of debt discount	9,724
Proceeds from issuance of common stock options, net of repurchases	447	259
Proceeds from issuance of common stock	50
Net cash provided by financing activities	57,431	259
Effect of exchange rate changes on cash	(13)	(12)
Net increase in cash and cash equivalents	884	1,088
Cash and cash equivalents, beginning of period	3,654	11,312
Cash and cash equivalents, end of period	4,538	12,400
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest	444
Cash paid for income taxes	12	2
Business Combination transaction costs, accrued but not paid	267	352
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION
Purchases of property and equipment in accounts payable	120
Vesting of early exercised stock options	76	76
Right-of-use assets obtained in exchange for new operating lease liabilities	$ 1,789

Description of Business and Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Description of Business and Summary of Significant Accounting Policies

Note 1. Description of Business and Summary of Significant Accounting Policies

Description of Business

Cepton, Inc., and its wholly owned subsidiaries, (collectively the “Company”) formerly known as Growth Capital Acquisition Corp. (“GCAC”), was originally incorporated in Delaware on January 4, 2010, under the name PinstripesNYS, Inc. GCAC changed its name to Growth Capital Acquisition Corp. on February 14, 2020. GCAC was a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or other similar business combination with one or more target businesses. On February 2, 2021, the Company consummated its initial public offering (the “IPO”), following which its shares began trading on the Nasdaq National Market (“Nasdaq”). On August 4, 2021, GCAC entered into a Business Combination Agreement (as amended, the “Merger Agreement”) with Cepton Technologies, Inc. (“Legacy Cepton”) and GCAC Merger Sub Inc., a wholly owned subsidiary of GCAC (“Merger Sub”). On February 10, 2022 (the “Closing Date”), the transactions contemplated by the Merger Agreement (the “Business Combination”) were consummated. In connection with the closing of the Business Combination, GCAC changed its name to Cepton, Inc. and its shares and public warrants began trading on the Nasdaq under the symbols “CPTN” and “CPTNW”, respectively. As a result of the Business Combination, Cepton, Inc. became the owner, directly or indirectly, of all of the equity interests of Legacy Cepton and its subsidiaries.

The Company provides state-of-the-art, intelligent, lidar-based solutions for a range of markets such as automotive, smart cities, smart spaces, and smart industrial applications. The Company’s patented Micro Motion Technology (“MMT®”)-based lidar technology enables reliable, scalable, and cost-effective solutions that deliver long range, high resolution 3D perception for smart applications. The Company is headquartered in San Jose, California, USA, with a presence in Germany, Canada, Japan, China, and India.

Basis of Presentation and Principles of Consolidation

The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The condensed consolidated financial statements include the accounts of our wholly owned subsidiaries in Canada, Germany, and the United Kingdom. All intercompany balances and transactions have been eliminated in consolidation.

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of June 30, 2022, the Company had cash and cash equivalents of $4.5 million, short-term investment of $26.5 million, and an accumulated deficit of $53.4 million. During the six months ended June 30, 2022, the Company incurred an operating loss of $31.7 million and had negative cash flows from operating activities of $32.3 million. Although much of the negative cash flow resulted from an increase in expenses for research and development projects and administrative expenses to support growth of the Company, the Company expects to continue to invest in research and development and generate operating losses in the future.

The Company is subject to risks and uncertainties frequently encountered by early-stage companies including, but not limited to, the uncertainty of successfully developing its products, securing certain contracts, building its customer base, successfully executing its business and marketing strategy and hiring appropriate personnel.

To date, the Company has been funded primarily by equity financings, convertible promissory notes and the net proceeds we received through the Business Combination, PIPE offering, and private placements of the Legacy Cepton convertible preferred stock. Failure to generate sufficient revenues, achieve planned gross margins and operating profitability, control operating costs, or secure additional funding may require the Company to modify, delay, or abandon some of its planned future expansion or development, or to otherwise enact operating cost reductions available to management, which could have a material adverse effect on the Company’s business, operating results, financial condition, and ability to achieve its intended business objectives.

Concentration of Risk

Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. The Company maintains a substantial portion of its cash and cash equivalents and short-term investments in money market funds, commercial paper, corporate debt securities, and asset backed securities. Management believes that the financial institutions that hold its cash, cash equivalents, and short-term investments are financially sound and, accordingly, represent minimal credit risk. Deposits held with banks may exceed the amount of federal insurance limits provided on such deposits.

As of June 30, 2022 and December 31, 2021, two and three customers, respectively, as of each period 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 June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Customer A		52	%		71	%		44	%		58	%
Customer B		25	%		1	%		26	%		1	%

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include, but are not limited to, estimating the standalone selling prices of performance obligations for revenue recognition, allowances for doubtful accounts, inventory valuation and reserves, valuation allowance for deferred tax assets, share-based compensation including the fair value of the Company’s common stock, useful lives of property and equipment, income tax uncertainties, the valuation of certain derivative liabilities, and other loss contingencies. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates, and such differences could be material to the Company’s condensed consolidated financial condition and results of operations.

Product Warranties

The Company typically provides a one-year warranty on its products. Estimated future warranty costs are accrued and charged to cost of goods sold in the period that the related revenue is recognized. These estimates are derived from historical data and trends of product reliability and costs of repairing and replacing defective products. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Through June 30, 2022, there were immaterial changes to the accrued warranty liability which was recorded in accrued expenses and other current liabilities on the consolidated balance sheet.

Recently Adopted Accounting Pronouncements

In May 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2021-04, Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Topic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40), which clarifies existing guidance for freestanding written call options which are equity classified and remain so after they are modified or exchanged in order to reduce diversity in practice. The Company is required to apply the amendments within this ASU prospectively to modifications or exchanges occurring on or after the effective date of the amendment. The standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company adopted this standard beginning on January 1, 2022, and the adoption did not have a material impact on its condensed consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. As the Company expects to be an emerging growth company, ASU 2020-06 will be effective for interim and annual periods in fiscal years beginning after December 15, 2023, with earlier adoption permitted for fiscal years beginning after December 15, 2020. The Company early adopted this standard beginning January 1, 2022, and the adoption did not have a material impact on its condensed consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies various aspects related to accounting for income taxes. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. ASU 2019-12 is effective for the Company beginning January 1, 2022. The standard eliminates certain exceptions to the general principles in Accounting Standards Codification (“ASC”) 740 and makes amendments to other areas with a focus on simplification and consistent application of US GAAP. The Company adopted this standard beginning January 1, 2022, and the adoption did not have a material impact on its condensed consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the previous accounting guidance for leases included within ASC 840. Under the new guidance, a lessee is required to recognize assets and liabilities for finance and operating leases. The ASU also requires disclosures on the amount, timing, and uncertainty of cash flows arising from leases. The Company adopted this standard beginning January 1, 2022, using a modified retrospective approach that included a number of optional practical expedients that the Company elected to apply. See Note 16 for disclosure on the impact of adopting this standard.

Recently Issued Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments, which significantly changes the way entities recognize credit losses and impairment of financial assets recorded at amortized cost. Currently, the credit loss and impairment model for loans and leases is based on incurred losses, and investments are recognized as impaired when there is no longer an assumption that future cash flows will be collected in full under the originally contracted terms. Under the new current expected credit loss (“CECL”) model, the standard requires immediate recognition of estimated credit losses expected to occur over the remaining life of the asset. As the Company is an emerging growth company, the standard will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the potential impact on its condensed consolidated financial statements and related disclosures from the adoption of this update.

Business Combination

6 Months Ended

Jun. 30, 2022

Business Combinations [Abstract]

Business Combination

Note 2. Business Combination

The Business Combination was accounted for as a reverse recapitalization as Legacy Cepton was determined to be the accounting acquirer under FASB ASC Topic 805, Business Combinations (ASC 805). The determination is primarily based on the evaluation of the following facts and circumstances:

●

the equity holders of Legacy Cepton hold the majority of voting rights in the Company;

●

the board of directors of Legacy Cepton represent a majority of the members of the board of directors of the Company or were appointed by Legacy Cepton;

●

the senior management of Legacy Cepton became the senior management of the Company; and

●

the operations of Legacy Cepton comprise the ongoing operations of the Company.

In connection with the Business Combination, outstanding capital stock of Legacy Cepton was converted into common stock of Legacy Cepton and then subsequently converted into Class A common stock of the Company, representing a recapitalization, and the net assets of the Company were acquired at historical cost, with no goodwill or intangible assets recorded. Legacy Cepton was deemed to be the predecessor of the Company, and the consolidated assets and liabilities and results of operations prior to the Closing Date are those of Legacy Cepton. The shares and corresponding capital amounts and net loss per share available to common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the Exchange Ratio (defined below). Operations prior to the Business Combination will be those of Legacy Cepton in future reports of the combined entity.

Recapitalization

In connection with the Business Combination, the following occurred to recapitalize the Company:

●

Shares of Legacy Cepton convertible preferred stock and Class F stock issued and outstanding, were converted into common stock of Legacy Cepton, and thereafter, all shares of Legacy Cepton common stock were subsequently converted into the Company’s Class A common stock, par value $0.0001 per share, at a rate of approximately 2.449 (the “Exchange Ratio”);

●

Vested stock options to purchase or receive shares of Legacy Cepton common stock (see Note 12) converted into options to purchase or receive shares of the Company’s Class A common stock, par value $0.0001 per share, in accordance with the Exchange Ratio;

●

Outstanding warrants, whether vested or unvested, to purchase shares of Legacy Cepton common stock (see Note 14) converted into shares of the Company’s Class A common stock, par value $0.0001 per share, in accordance with the Exchange Ratio;

●

Outstanding unvested stock options to purchase or receive shares of Legacy Cepton common stock (see Note 12) converted into unvested stock options to purchase or receive shares of the Company’s Class A common stock upon the same terms and conditions that were in effect with respect to such stock options immediately prior to the Business Combination, after giving effect to the Exchange Ratio;

●

The Company’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of capital stock to 355,000,000 shares, of which 350,000,000 shares were designated common stock, $0.00001 par value per share, and of which 5,000,000 shares were designated preferred stock, $0.00001 par value per share and to reclassify each share of Class A common stock and Class B common stock into one share of common stock.

PIPE Investment

Contemporaneously with the execution of the Merger Agreement, GCAC entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to purchase an aggregate of 5,950,000 shares of common stock at a purchase price of $10.00 per share, or an aggregate purchase price of $59.5 million (the “PIPE Investment”).

Redemption

Prior to the closing of the Business Combination, certain GCAC public shareholders exercised their right to redeem certain of their outstanding shares for cash, resulting in the redemption of 15,589,540 shares of GCAC Class A common stock for an aggregate payment of $155.9 million.

Public and Private Placement Warrants

GCAC warrants issued in connection with the IPO (“Public Warrants”) and in connection with the private placement units held by the Sponsor (“Private Placement Warrants”) remained outstanding after the closing of the Business Combination. The warrants became exercisable to purchase shares of the Company’s common stock at an exercise price of $11.50 per share 30 days after the completion of the Business Combination, subject to other conditions, including with respect to the effectiveness of a registration statement covering the shares of common stock underlying such warrants, and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. The Public Warrants are equity-classified and were valued based on the instruments’ publicly listed trading price as of the Closing Date. The Private Placement Warrants are liability-classified and are valued on a recurring basis with changes in fair value recognized as a gain or loss upon remeasurement (see Note 14).

Transaction Costs

The Company incurred direct and incremental costs of approximately $31.8 million in connection with the Business Combination and the related equity issuance, consisting primarily of investment banking, legal, accounting, and other professional fees, which were recorded to additional paid-in capital as a reduction of proceeds. An approximate additional $2.6 million of transaction costs were recorded in general and administrative expense related to the liability classified instruments assumed subsequent to the Business Combination. Lastly, the Company recognized approximately $4.4 million and $1.9 million of prepaid director and officer insurance in prepaid expenses and other current assets and other long-term assets, respectively, in the condensed consolidated balance sheet.

Transaction Proceeds

Upon closing of the Business Combination, the Company received gross proceeds of $76.1 million from the Business Combination and PIPE Investment, offset by total transaction costs of $40.7 million. The following table reconciles the elements of the Business Combination to the condensed consolidated statements of cash flows and the condensed consolidated statement of changes in stockholders’ equity (deficit) for the period ended June 30, 2022 (in thousands):

Cash – Trust and cash, net of redemptions	$	16,607
Cash – PIPE Investment		59,500
Gross Proceeds from the Business Combination		76,107
Less: transaction costs and advisory fees, paid		(31,530	)
Net proceeds from the Business Combination		44,577
Less: transaction costs and advisory fees, accrued		(267	)
Less: Private Placement Warrants assumed		(2,588	)
Less: Earnout liability assumed		(74,998	)
Reverse recapitalization, net		(33,276	)
Add: Private Placement Warrants assumed		2,588
Add: Earnout liability assumed		74,998
Add: Transaction costs recorded to general and administrative expense		2,633
Add: Transaction costs accrued		267
Business Combination proceeds, net	$	47,210

The number of shares of common stock issued immediately following the consummation of the Business Combination were:

GCAC Class A common stock, outstanding prior to Business Combination	17,250,000
Less: Redemption of GCAC Class A common stock	(15,589,540	)
Class A common stock of GCAC	1,660,460
GCAC founder shares	4,312,500
GCAC shares issued in PIPE Investment	5,950,000
Business Combination and PIPE shares	11,922,960
Legacy Cepton shares	142,075,043
Class A common stock immediately after Business Combination	153,998,003

The number of Legacy Cepton shares was determined as follows:

	Legacy Cepton shares		Legacy Cepton shares, after Exchange Ratio
Balance at December 31, 2021		27,618,907		67,645,189
Convertible preferred stock		21,671,491		53,078,571
Class F stock		8,372,143		20,505,344
Option exercises ⁽¹⁾		259,348		635,204
Warrants exercises ⁽²⁾		86,041		210,735
Total				142,075,043

(1)

Option exercises during the period of January 1, 2022 to February 10, 2022.

(2)

Represents warrants that were net exercised prior to the Business Combination (See Note 14).

Revenue

6 Months Ended

Jun. 30, 2022

Revenue from Contract with Customer [Abstract]

Revenue

Note 3. Revenue

The Company disaggregates its revenue from contracts with customers by country of domicile based on the shipping location of the customer. Total revenue disaggregated by country of domicile is as follows (dollars in thousands):

	Three Months Ended June 30,
	2022					2021
	Revenue		% of Revenue			Revenue		% of Revenue

Revenue by country of domicile:
United States	$	880		34	%	$	41		5	%
Japan		1,462		58	%		695		77	%
Other		217		8	%		159		18	%
Total	$	2,559		100	%	$	895		100	%

	Six Months Ended June 30,
	2022					2021
	Revenue		% of Revenue			Revenue		% of Revenue

Revenue by country of domicile:
United States	$	1,493		37	%	$	252		19	%
Japan		2,264		56	%		875		66	%
Other		287		7	%		206		15	%
Total	$	4,044		100	%	$	1,333		100	%

As of June 30, 2022 and December 31, 2021, the Company had $0 and $309 thousand of contract liabilities included in accrued expenses and other current liabilities, respectively, and no contract assets.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Fair Value Measurement

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurement

Note 4. Fair Value Measurement

The following table summarize our assets and liabilities measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands):

	June 30, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market fund	$	3,487	$	—	$	—	$	3,487
Total cash equivalents	$	3,487	$	—	$	—	$	3,487
Short-term investments:
Commercial paper	$	—	$	11,543	$	—	$	11,543
U.S. treasury securities		—		2,488		—		2,488
U.S. government agency securities		—		6,937		—		6,937
Corporate debt securities		—		5,532		—		5,532
Total short-term investments		—		26,500		—		26,500
Total assets measured at fair value	$	3,487	$	26,500	$	—	$	29,987

Liabilities:
Private placement warrants	$	—	$	631	$	—	$	631
Earnout liability		—		—		2,690		2,690
Total liabilities measured at fair value	$	—	$	631	$	2,690	$	3,321

	December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market fund	$	932	$	—	$	—	$	932
Total cash equivalents	$	932	$	—	$	—	$	932
Short-term investments:
Corporate debt securities	$	—	$	2,836	$	—	$	2,836
Total short-term investments		—		2,836		—		2,836
Total assets measured at fair value	$	932	$	2,836	$	—	$	3,768

Cash equivalents consist primarily of money market funds with original maturities of three months or less at the time of purchase, and the carrying amount is a reasonable estimate of fair value. Short-term investments consist of investment securities with original maturities greater than three months but less than twelve months and are included as current assets in the condensed consolidated balance sheets. For corporate debt securities, the fair value as of June 30, 2022 and December 31, 2021 approximates amortized cost basis.

Because the transfer of Private Placement Warrants to non-permitted transferees would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is consistent with that of a Public Warrant. Accordingly, the Private Placement Warrants are classified as Level 2 financial instruments.

The value of the earnout liability is classified as Level 3 under the fair value hierarchy because it has been valued based on significant inputs not observable in the market.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Inventories

6 Months Ended

Jun. 30, 2022

Inventory Disclosure [Abstract]

Inventories

Note 5. Inventories

Inventories consist of the following as of June 30, 2022 and December 31, 2021 (in thousands):

	June 30, 2022		December 31, 2021
Raw materials	$	1,230	$	891
Work-in-process		1,092		518
Finished goods		668		1,114
Total inventories	$	2,990	$	2,523

Inventories are carried and depicted above at the lower of cost or net realizable value. Write-downs were immaterial for the three and six months ended June 30, 2022 and were $154 thousand and $623 thousand for the three and six months ended June 30, 2021, respectively.

Prepaid Expenses and Other Current Assets

6 Months Ended

Jun. 30, 2022

Disclosure Text Block Supplement [Abstract]

Prepaid Expenses and Other Current Assets

Note 6. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following as of June 30, 2022 and December 31, 2021 (in thousands):

	June 30, 2022		December 31, 2021
Deferred transaction costs	$	1,598	$	4,688
Other prepaid expenses		396		1,153
Payroll tax receivable		865		980
Prepaid insurance		3,483		162
Prepaid rent		—		11
Other current assets		339		4
Total prepaid expenses and other current assets	$	6,681	$	6,998

Property and Equipment, Net

6 Months Ended

Jun. 30, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

Note 7. Property and Equipment, Net

Property and equipment, net, consists of the following as of June 30, 2022 and December 31, 2021 (in thousands):

	June 30, 2022			December 31, 2021
Machinery and equipment	$	1,293		$	698
Automobiles		101			101
Leasehold improvements		189			120
Computer and equipment		109			87
Total property, and equipment		1,692			1,006
Less: accumulated depreciation and amortization		(673	)		(526	)
Total property and equipment, net	$	1,019		$	480

Depreciation and amortization related to property and equipment was $147 thousand and $96 thousand for the six months ended June 30, 2022 and 2021, respectively. Depreciation and amortization related to property and equipment was immaterial for the three months ended June 30, 2022 and 2021, respectively.

Accrued Expenses and Other Current Liabilities

6 Months Ended

Jun. 30, 2022

Accrued Expenses and Other Current Liabilities [Abstract]

Accrued Expenses and Other Current Liabilities

Note 8. Accrued Expenses and Other Current Liabilities

Accrued expenses consisted of the following as of June 30, 2022 and December 31, 2021 (in thousands):

	June 30, 2022		December 31, 2021
Accrued expenses and taxes	$	2,400	$	1,977
Accrued unvested option liability		25		101
Deferred revenue		—		308
Deferred rent		—		373
Warranty reserve		22		18
Total accrued expenses	$	2,447	$	2,777

Debt

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Debt

Note 9. Debt

Trinity Loan Agreement

On January 4, 2022, Legacy Cepton entered into a loan and security agreement and subsequent amendments (“Trinity Loan Agreement”) with Trinity Capital Inc. (“Trinity”) to borrow up to $25.0 million through January 1, 2023 at a floating per annum rate equal to the greater of (i) 10.75% or (ii) the prime rate plus 7.0%. The loan has a maturity date of February 1, 2026. In connection with the Trinity Loan Agreement, Legacy Cepton issued a warrant to purchase 96,998 shares of common stock with an exercise price of $16.89 per share (see Note 14). Legacy Cepton accounted for the issuance of the warrant as a commitment fee asset recorded in prepaid expenses and other current assets in the condensed consolidated balance sheet. The fair value of the warrant was estimated to be $1.3 million on the date of issuance. On January 4, 2022, Legacy Cepton borrowed $10.0 million under the agreement, incurring $0.3 million in transaction costs which were accounted for as a debt discount. Legacy Cepton also recognized a pro rata portion of the warrant fair value as a debt discount related to the $10.0 million loan. Amortization of debt discounts, in accordance with the effective interest method, are recorded as interest expense in the accompanying condensed consolidated statement of operations and comprehensive income (loss). Obligations under the Trinity Loan Agreement are secured by interest in substantially all of the Company’s assets. The agreement contains customary affirmative and negative covenants.

For the three and six months ended June 30, 2022, the Company recognized $0.7 million and $1.4 million in interest expense, respectively, in connection with the borrowings under the Trinity Loan Agreement.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org/topic&trid=2208564

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+ Details

Convertible Preferred Stock

6 Months Ended

Jun. 30, 2022

Convertible Preferred Stock [Abstract]

Convertible Preferred Stock

Note 10. Convertible Preferred Stock

As discussed in Note 2, the Company has retroactively adjusted the shares issued and outstanding prior to February 10, 2022 to give effect to the Exchange Ratio to determine the number of shares of common stock into which they were converted.

Prior to the Business Combination, Legacy Cepton had shares of $0.00001 par value Series A, Series B, Series B-1, and Series C preferred stock outstanding, all of which were convertible into shares of common stock of Legacy Cepton on a 1:1 basis, subject to certain anti-dilution protections.

The authorized, issued, and outstanding shares of Convertible Preferred Stock, and liquidation preferences prior to February 10, 2022 were as follows:

	Issuance Date	Shares Authorized		Shares Issued and Outstanding		Original Issue Price per Share		Aggregate Liquidation Preference
Series A	July 6, 2016		8,000,000		8,000,000	$	1.0000	$	8,000,000
Series B	July 13, 2018		4,069,600		4,069,600		6.2500		25,435,000
Series B-1	July 13, 2018		3,272,475		3,272,475		3.1250		10,226,484
Series C	February 4, 2020		7,463,934		6,329,416		8.3736		52,999,998
			22,806,009		21,671,491			$	96,661,482

Upon the closing of the Business Combination, the 21,671,491 shares of convertible preferred stock issued and outstanding were converted into 53,078,571 shares of Class A common stock at the Exchange Ratio.

Stockholders’ Equity (Deficit)

6 Months Ended

Jun. 30, 2022

Stockholders' Equity Note [Abstract]

Stockholders’ Equity (Deficit)

Note 11. Stockholders’ Equity (Deficit)

Common Stock

Holders of common stock were entitled to one vote per share, and to receive dividends when, as and if declared by the board of directors, and, upon liquidation or dissolution, were entitled to receive all assets available for distribution to stockholders. The holders had no preemptive or other subscription rights and there were no redemption or sinking fund provisions with respect to such shares.

Upon the closing of the Business Combination, the 27,618,907 shares of Legacy Cepton common stock issued and outstanding were converted into 67,645,189 shares of Class A common stock at the Exchange Ratio.

As of June 30, 2022, the Company had authorized 350,000,000 shares of common stock, each with a par value of $0.00001. As of June 30, 2022, there were 154,473,354 shares of common stock issued and outstanding.

Lincoln Park Transaction

On November 24, 2021, Legacy Cepton entered into a Purchase Agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park” or “LPC”), pursuant to which Lincoln Park has agreed to purchase up to $100.0 million of common stock (subject to certain limitations contained in the Purchase Agreement) from time to time over a 36-month period (the “Purchase Agreement”) after the consummation of the Business Combination and certain other conditions set forth in the Purchase Agreement. The Company may, from time to time and at its sole discretion, direct Lincoln Park to purchase Class A common stock in accordance with daily dollar thresholds as determined within the Purchase Agreement. The purchase price per share for Class A common stock will be the lower of: (i) the lowest trading price for shares of Class A common stock on the market in which it is listed, on the applicable purchase date and (ii) the average of the three (3) lowest closing sale price for Class A common stock during the ten (10) consecutive business days ending on the business day immediately preceding such purchase date. In consideration for entering into the Purchase Agreement, the Company issued 50,000 shares of Class A common stock to Lincoln Park as a commitment fee on the date of the closing of the Business Combination. The Company is obligated to issue up to an additional 150,000 shares of Class A common stock as a commitment fee 180 days after the date of the closing of the Business Combination. The issuance date fair market value for the 200,000 shares is recorded as a deferred transaction cost asset which will be ratably charged against paid-in capital upon future proceeds from the sale of common stock under the Purchase Agreement. The fair market value of the share issuances was derived using the $7.99 per share closing price of Class A common stock on February 10, 2022. The fair market value of the 200,000 shares issuable upon Closing is offset within paid-in capital.

As of June 30, 2022, 21,186 shares of common stock were sold to Lincoln Park under the Purchase Agreement.

Class F Stock

Holders of Legacy Cepton’s Class F stock were entitled to the same voting rights as the equivalent number of common stock on an as-converted basis, and to receive dividends when, as and if declared by the board of directors. The holders had conversion rights for conversion into shares of common stock and preferred stock. The holders were subject to vesting terms wherein each holder acquired a vested interest in the stock over a service period of four years.

Upon the closing of the Business Combination, the 8,372,143 shares of Legacy Cepton Class F stock issued and outstanding were converted into 8,372,143 shares of common stock of Legacy Cepton and then subsequently converted into 20,505,344 shares of Class A common stock of the Company at the Exchange Ratio.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

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-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Stock-Based Compensation

6 Months Ended

Jun. 30, 2022

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Note 12. Stock-Based Compensation

Equity Incentive Plans

On July 5, 2016, Legacy Cepton adopted the 2016 Stock Plan (the “2016 Plan”) under which 4,800,000 shares of Legacy Cepton’s common stock were reserved for issuance to employees, nonemployee directors, consultants, and advisors. As of December 31, 2021, there were 9,187,533 shares of common stock reserved for issuance. As of June 30, 2022, there were no shares available for future issuance. At December 31, 2021, 1,472,512 shares were available for future issuance.

As a result of the Business Combination, the Company no longer grants new incentive awards under the 2016 Plan. Incentive awards existing under the 2016 Plan immediately prior to the Business Combination were converted into options to receive shares of common stock through application of the Exchange Ratio (“Post Conversion Awards”).

On February 10, 2022, the Company adopted the 2022 Stock Plan (the “2022 Plan”) under which 15,123,142 shares of the Company’s common stock were reserved for issuance to employees, nonemployee directors, consultants, and advisors. Per the terms of the 2022 Plan, in the event any post conversion awards issued and outstanding under the 2016 Plan are cancelled, terminated, or expire, said number of shares will be made available for issuance under the 2022 Plan. The share limit shall automatically increase on the first trading day in January of every calendar year during the term of the 2022 Plan, by an amount equal to the lesser of (i) two percent (2%) of the total number of shares of common stock issued and outstanding on December 31 of the immediately preceding calendar year or (ii) such number of shares of common stock as may be established by the board of directors. As of June 30, 2022, there were 10,477,359 shares of common stock reserved for issuance under the 2022 Plan.

Restricted Common Stock Awards

Unvested early exercise options or SARs are considered restricted shares and are subject to repurchase by the Company in the event the shareholders’ employment is terminated. The Company may, at its option, repurchase said shares at the lesser of (i) the price paid by the shareholder to exercise the award or (ii) the fair market value of the Company’s common stock determined on the date of the repurchase. During the vesting term, each holder of restricted stock awards is deemed to be a common stock shareholder and, accordingly, shall have dividend and voting rights.

On August 20, 2020, Legacy Cepton granted 150,000 early exercise option awards under the 2016 Plan to an independent contractor. The options vest over 24 equal monthly installments beginning on August 10, 2020. On December 29, 2020, the option holder elected to early exercise all granted awards, purchasing the related shares for $2.02 per share or aggregate consideration of $303 thousand. At the time of exercise, 25,000 shares were fully vested with the remainder being unvested. On the date of purchase, Legacy Cepton recognized the vested portion purchased as common stock issued with additional paid in capital. The Company recognized a liability associated with the unvested restricted shares, recording a liability included in accrued expenses of $25 thousand and $101 thousand as of June 30, 2022 and December 31, 2021, respectively. As shares of restricted stock vest, the Company will reclassify the liability to common stock and additional paid in capital. The Company did not grant any early exercise options during the three and six months ended June 30, 2022 and 2021.

As of June 30, 2022, the Company had not repurchased any of the unvested restricted shares. The fair value of Legacy Cepton’s common stock on the date the early exercise options were granted was $2.02 per share. The fair value of Legacy Cepton’s common stock on the date the restricted shares were issued was $3.07 per share. The total intrinsic value of outstanding unvested restricted stock awards was $48 thousand as of June 30, 2022.

Incentive Stock Options and Nonqualified Stock Options

A summary of the Company’s employee and nonemployee stock option activity for the six months ended June 30, 2022 and 2021 is presented below:

	Shares			Weighted Average Exercise Price			Weighted Average Remaining Contract Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2021		6,796,114		$	4.66			7.5	$	126,591
Retroactive application of Exchange Ratio		9,849,028			(2.75	)
Outstanding as of December 31, 2021		16,645,142			1.91
Granted		561,050			9.12
Exercised		(917,012	)		0.49
Expired/Forfeited		(834,181	)		4.01
Outstanding as of June 30, 2022		15,454,999		$	2.14			7.1	$	10,170
Exercisable, June 30, 2022		9,856,212		$	1.18			6.2	$	8,965
Vested and expected to vest as of June 30, 2022		15,454,999		$	2.14			7.1	$	10,170

During the six months ended June 30, 2022 and 2021, the estimated weighted-average grant-date fair value of options granted was $3.66 and $2.87 per share, respectively. As of June 30, 2022, there was $11.9 million of unrecognized stock-based compensation expense related to unvested stock options expected to be recognized over a weighted-average period of 2.3 years. The total intrinsic value of options exercised during the six months ended June 30, 2022 and 2021 was $3.9 million and $0.7 million, respectively. The Company recognizes forfeitures as they occur.

Restricted Stock Units

The Company granted restricted stock units (“RSUs”) under the 2022 Plan in the second quarter of 2022. Each RSU granted under the 2022 Plan represents a right to receive one share of the Company’s Class A common stock when the RSU vests. RSUs generally vest over a period of one to four years based on fulfilling a service condition. The fair value of RSU is equal to the fair value of the Company’s common stock on the date of grant.

No RSUs were granted during the six months ended June 30, 2021.

A summary of the Company’s RSU activity for the six months ended June 30, 2022 is presented below:

	Shares			Weighted Grant Date Fair Value
Outstanding as of December 31, 2021		—		$	—
Granted		4,438,153		$	2.82
Released		—		$	—
Forfeited		(99,923	)	$	2.91
Outstanding as of June 30, 2022		4,338,230		$	2.81

As of June 30, 2022, there was $11.5 million of unrecognized stock-based compensation expense related to unvested RSUs expected to be recognized over a weighted-average period of 2.7 years. The total intrinsic value of RSUs outstanding at June 30, 2022 was $6.8 million. The Company recognizes forfeitures as they occur.

Performance-based Stock units

The Company granted 123,000 shares of performance-based stock units (“PSUs”) under the 2022 Plan in the second quarter of 2022, with 66,000 shares in the first tranche and 57,000 shares in the second tranche. Each grant to consist of two market-based vesting tranches, with the first tranche to vest if, at the close of regular trading for 20 trading days out of any period of 30 consecutive trading days, either (i) the Company’s closing stock price exceeds $15.00 per share or (ii) the Company’s market capitalization exceeds $2.1 billion; and the second tranche to vest if, at the close of regular trading for 20 trading days out of any period of 30 consecutive trading days, either (i) the Company’s closing stock price exceeds $17.50 per share or (ii) the Company’s market capitalization exceeds $2.5 billion, provided in each case that the applicable stock price or market capitalization goal must be achieved no later than February 10, 2025 for the applicable tranche to vest, and provided further that the vesting of each tranche is subject to the grantee’s continued employment with the Company through the day on which the applicable goal is achieved.

The fair value of the PSUs at valuation date was determined using a Monte Carlo valuation model that utilizes significant assumptions, including expected volatility, dividend yield, stock price as of the valuation date, market capitalization targets and the corresponding share price targets necessary for each tranche of PSUs to vest, expected life, and risk-free rate.

The fair value of the PSUs at valuation date was $120 thousand with weighted average grant date fair value of $0.98, amortizing over a derived service period of 21 and 22 months for each tranche, respectively.

Stock-Based Compensation

For the three and six months ended June 30, 2022 and 2021, the Company recorded stock-based compensation expense related to options granted to employees and nonemployees as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Cost of revenue	$	60	$	4	$	103	$	20
Research and development expense	$	1,152	$	1,264	$	1,981	$	1,385
Selling, general and administrative expense	$	1,027	$	514	$	1,502	$	671
Total stock-based compensation expense	$	2,239	$	1,782	$	3,586	$	2,076

For the three months ended June 30, 2022 and 2021, the Company capitalized $50 thousand and $38 thousand, respectively, of stock-based compensation expense into inventory. For the six months ended June 30, 2022 and 2021, the Company capitalized $103 thousand and $58 thousand, respectively, of stock-based compensation expense into inventory. During the three and six months ended June 30, 2022, the Company recognized additional stock-based compensation expense of $0.3 million as a result of modification of a cancelled option of a nonemployee. There were no modifications during the three and six months ended June 30, 2021.

Earnout Liability

6 Months Ended

Jun. 30, 2022

Disclosure Of Earnout Liability [Abstract]

Earnout Liability

Note 13. Earnout Liability

In addition to the shares issued upon closing of the Business Combination (see Note 2), additional contingent shares (“Earnout Shares”) are payable to each holder of common stock and/or options receiving consideration in the Business Combination, in the amounts set forth below:

(a)

If the closing share price of Class A common stock equals or exceeds $15.00 per share for any 20 trading days within any consecutive 30-trading day period that occurs after the Closing Date and on or prior to the three-year anniversary of the Closing Date, then, the Company will issue to each holder of common stock that is entitled to Earnout Shares a number of shares of Class A common stock equal to such holder’s pro rata portion of 7,000,000 shares.

(b)

If the closing share price of Class A common stock equals or exceeds $17.50 per share for any 20 trading days within any consecutive 30-trading day period that occurs after the Closing Date and on or prior to the three-year anniversary of the Closing Date, the Company will issue to each holder of common stock that is entitled to Earnout Shares a number of shares of Class A common stock equal to such holder’s pro rata portion of 6,000,000 shares.

The Company concluded the Earnout Shares meet the criteria for liability classification due to the existence of contingent settlement provisions that could result in holders receiving differing amounts of shares depending on the Company’s stock price or the price paid in a change of control. Because the settlement is not solely determined by the share price of the Company (that is, the share price observed in or implied by a qualifying change-in-control event), but also by the occurrence of a qualifying change-in-control event, this causes the Earnout Shares to not be indexed to the Company’s own shares, resulting in liability classification. Upon the closing of the Business Combination, the Company recorded these instruments as liabilities on the condensed consolidated balance sheet at fair value and will recognize subsequent changes in fair value in earnings at each reporting date. The fair value of the earnout liability was determined using a Monte Carlo valuation model that utilizes significant assumptions, including expected volatility, expected term, and risk-free rate, to determine the probability of achieving the common share price milestones.

The following table summarizes the assumptions used in estimating the fair value of the earnout liability at each of the relevant periods:

	June 30, 2022			February 10, 2022 (Closing Date)
Current stock price	$	1.56		$	7.99
Expected volatility		77.0	%		77.5	%
Risk-free interest rate		2.96	%		1.80	%
Expected term		2.6 years			3.0 years
Expected dividend yield		0	%		0	%

Current stock price: the stock price was based on the closing price as of the valuation date.

Expected volatility: the volatility rate was determined using a mix of historical and implied volatilities of selected industry peers deemed to be comparable to Cepton’s business, corresponding to the expected term of the awards.

Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of issuance for zero-coupon U.S. Treasury notes with maturities corresponding to the expected three-year term of the earnout period.

Expected term: The expected term is the remaining term of the three-year earnout period.

Expected dividend yield: The expected dividend rate is zero as the Company currently has no history or expectation of declaring dividends in the foreseeable future.

At June 30, 2022, the balance of the earnout liability was approximately $2.7 million. For the three and six months ended June 30, 2022, the Company recorded a gain of $15.6 million and $72.3 million, respectively, in the condensed consolidated statement of operations and comprehensive income (loss) for the change in fair value of the earnout liability.

Warrants

6 Months Ended

Jun. 30, 2022

Warrants [Abstract]

Warrants

Note 14. Warrants

Common Stock Warrants Assumed in Business Combination

As part of GCAC’s initial public offering, 8,625,000 Public Warrants were sold. Each Public Warrant allows the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustments. The Public Warrants may be exercised only for a whole number of shares of common stock. The Public Warrants will expire five years after the completion of the Business Combination, or earlier upon redemption or liquidation. The Public Warrants are listed on the Nasdaq under the symbol “CPTNW”.

The Company may redeem the Public Warrants when exercisable, in whole and not in part, at a price of $0.01 per warrant, so long as the Company provides not less than 30 days’ prior written notice of redemption to each warrant holder, and only if the reported last sale of common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrant holders.

Simultaneously with GCAC’s initial public offering, GCAC consummated a private placement of 5,175,000 Private Placement Warrants with the Sponsor. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of common stock issuable upon exercise will not be transferable, assignable or salable until 30 days after the completion of the Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are non-redeemable so long as they are held by the initial purchasers or such purchaser’s permitted transferees. If the Private Placement Warrants are held by someone other than the initial stockholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The Company concluded the Private Placement Warrants meet the criteria for liability classification due to the existence of a settlement provision that adjusts the settlement amount based on who the holder of the warrant is (i.e., permitted vs. non-permitted transferees). This provision causes the Private Placement Warrants to not be indexed to the Company’s own shares, resulting in liability classification. Upon consummation of the Business Combination, the fair value of the Private Placement Warrants was recorded at a value of approximately $2.6 million. The fair value of the Private Placement Warrants was remeasured on June 30, 2022 at $0.6 million. For the three and six months ended June 30, 2022, the Company recorded a gain of $1.9 million and $2.0 million, respectively, in the condensed consolidated statement of operations and comprehensive income (loss) for the change in fair value of the liability.

Common Stock Warrants Issued with Borrowings

In August 2019, Legacy Cepton entered into a loan and security agreement (“2019 Loan Agreement”) with Silicon Valley Bank (“SVB”) that allowed for borrowings of up to $5.0 million under a term loan through July 31, 2020. The term loan was repaid in February 2020. In connection with the 2019 Loan Agreement, Legacy Cepton issued detachable warrants to purchase an aggregate of 60,000 shares of common stock. The warrant was recorded to additional paid-in capital at an estimated fair value of $88 thousand as determined by the Black-Scholes valuation model. Immediately prior to the consummation of the Business Combination, the 60,000 warrants were net exercised and subsequently converted into 136,994 shares of common stock.

On January 4, 2022, in connection with the Trinity Loan Agreement, the Legacy Cepton issued a warrant to purchase 96,998 shares of common stock with an exercise price of $16.89 per share. The warrant was immediately exercisable and expires on January 4, 2032. The company concluded the warrant meets the criteria for liability classification due to the existence of contingent settlement provisions that could result in holders receiving differing amounts of shares depending on the Company’s stock price or the price paid in a change of control. Because the settlement is not solely determined by the share price of the Company (that is, the share price observed in or implied by a qualifying change-in-control event), but also by the occurrence of a qualifying change-in-control event, this causes the warrant to not be indexed to the Company’s own shares, resulting in liability classification. The fair value of the warrant was initially estimated to be $1.3 million using the Black-Scholes valuation model. Immediately prior to the consummation of the Business Combination, the 96,988 warrants were net exercised and subsequently converted into 73,741 shares of common stock.

Income Taxes

6 Months Ended

Jun. 30, 2022

Income Tax Disclosure [Abstract]

Income Taxes

Note 15. Income Taxes

The Company’s provision for income taxes was $12 thousand and $2 thousand for the three months ended June 30, 2022 and 2021, respectively. The Company’s provision for income taxes was $16 thousand and $11 thousand for the six months ended June 30, 2022 and 2021, respectively. The Company’s income tax provision for the three and six months ended June 30, 2022, was primarily related to income taxes on earnings from its foreign tax jurisdictions. The difference between the Company’s effective income tax rate and the U.S. federal statutory rate is primarily attributable to unrecognized U.S. federal and state tax benefit because of full valuation allowance the Company has established against its federal and state deferred tax assets and foreign tax rate differential from U.S. federal statutory rate. The fair value remeasurement of the earnout and warrant liabilities have no impact to U.S. federal and state net operating loss. The Company continues to maintain a full valuation allowance against the U.S. federal and state deferred tax assets.

The Company conducts its business globally and its operating income is subject to varying rates of tax in the U.S., Canada, Germany, Hong Kong, and the U.K. Consequently, the Company’s effective tax rate is dependent upon the geographic distribution of its earnings or losses and the tax laws and regulations in each geographical region.

Due to historical losses in the U.S., the Company has a full valuation allowance on its U.S. federal and state deferred tax assets. Management continues to evaluate the realizability of deferred tax assets and the related valuation allowance. If management’s assessment of the deferred tax assets or the corresponding valuation allowance were to change, the Company would record the related adjustment to income during the period in which management makes the determination.

The Company is subject to income taxes in the U.S. federal, state, and various foreign jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. All of the Company’s tax years will remain open for examination by the federal and state tax authorities for three and four years, respectively, from the date of utilization of the net operating loss or research and development tax credits. The Company does not have any tax audits or other issues pending.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Leases

6 Months Ended

Jun. 30, 2022

Leases [Abstract]

Leases

Note 16. Leases

The Company leases office and manufacturing facilities under non-cancelable operating leases expiring at various dates through July 2027. The Company’s lease agreements do not contain any material terms and conditions of residual value guarantees or material restrictive covenants.

The Company adopted ASC 842 using the modified retrospective method on January 1, 2022. The most significant impact of the adoption of ASC 842 was the recognition of right-of-use, or ROU, assets and lease liabilities for operating leases of $1.4 million and $1.8 million, respectively, and a reversal of deferred rent liabilities of $0.4 million on January 1, 2022. The adoption of ASC 842 did not have a material impact on the Company’s operating results or cash flows.

The Company determines if an arrangement is or contains a lease at inception. Operating leases are included in operating lease right-of use assets and operating lease liabilities in the Company’s condensed consolidated balance sheets.

Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the commencement date based on an amount equal to the present value of lease payments over the lease term. The Company’s leases do not provide an implicit rate; therefore, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company uses the implicit rate when it is readily determinable. The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed it to carry forward existing lease classification and to exclude leases with original terms of one year or less. Further, the Company elected to combine lease and non-lease components for all asset classes. Variable lease payments are defined as payments made for the right to use an asset that vary because of changes in facts or circumstances occurring after the commencement date, other than the passage of time. Any variable lease components are expensed as incurred. The operating lease right-of-use assets also include adjustments related to prepaid or deferred lease payments and lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense for lease payments is recognized on a straight-line basis over the lease term.

The components of lease expense for the three and six months ended June 30, 2022 were as follows (in thousands):

	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022
Operating lease cost	$	377	$	743
Variable lease cost		208		420
Total operating lease cost	$	585	$	1,163

Supplemental cash flow information for the six months ended June 30, 2022 related to leases was as follows (in thousands):

	Amount
Cash paid for amounts included in the measurement of lease liabilities:
Cash paid for operating leases included in operating activities	$	888
Right of use assets obtained in exchange for lease obligations:
Operating leases	$	1,789

Supplemental balance sheet information related to leases was as follows (in thousands):

	June 30, 2022
Operating lease right-of-use assets:
Operating lease right-of-use assets, current	$	813
Operating lease right-of-use assets, non-current		319
Total operating lease right-of-use assets	$	1,132
Operating lease liabilities:
Operating lease liabilities, current	$	1,069
Operating lease liabilities, non-current		284
Total operating lease liabilities	$	1,353

Weighted average remaining term and discount rates were as follows (term in years):

	Amount
Weighted average remaining lease term		1.67
Weighted average discount rate		13.66	%

Maturities of lease liabilities were as follows (in thousands):

Year Ending December 31,
2022	$	951
2023		237
2024		88
2025		90
Thereafter		148
Total undiscounted lease payments	$	1,514

Present value adjustment for minimum lease commitments		161
Net Lease Liabilities	$	1,353

Commitments and Contingencies

6 Months Ended

Jun. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 17. Commitments and Contingencies

Legal Proceedings

From time to time, the Company may be involved in various legal claims, litigation and other matters that arise in the normal course of its operations. Although there can be no assurances and the outcome of these matters is currently not determinable, the Company currently believes that none of these claims, actions or proceedings are likely to have a material adverse effect on the Company's financial position.

The Company records accruals for our outstanding legal proceedings, investigations or claims when it is probable that a liability will be incurred, and the amount of loss can be reasonably estimated. The Company evaluated developments in legal proceedings, investigations or claims that could affect the amount of any accrual, as well as any developments that would result in a loss contingency to become both probable and reasonably estimable. The Company has not recorded any accrual for loss contingencies associated with such legal claims, actions or litigation discussed above.

Related Party Transactions

6 Months Ended

Jun. 30, 2022

Related Party Transactions

Note 18. Related Party Transactions

Revenue generated from a customer and investor was $1.3 million and $640 thousand for the three months ended June 30, 2022 and 2021, respectively. Revenue generated from the same customer and investor was $1.8 million and $770 thousand for the six months ended June 30, 2022 and 2021, respectively. Accounts receivable from this customer and investor was $871 thousand as of June 30, 2022 and was $239 thousand as of June 30, 2021.

Basic and Diluted Net Income (Loss) Per Share

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

Basic and Diluted Net Income (Loss) Per Share

Note 19. Basic and Diluted Net Income (Loss) Per Share

The Company follows the two-class method when computing net income (loss) per common share when shares are issued that meet the definition of participating securities. The Company was in a net income position for the three and six months ended June 30, 2022 and a net loss position for the three and six-months ended June 30, 2021. The Company considers its convertible preferred stock to be participating as holders of such securities have non-forfeitable dividend rights in the event of the declaration of a dividend for shares of common stock. When the Company is in a net loss position, the net loss attributable to common stockholders is not allocated to the convertible preferred stock under the two-class method as these securities do not have a contractual obligation to share in losses. Basic net income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of the Company’s common stock outstanding. During the periods when there is a net loss attributable to common stockholders, potentially dilutive common stock equivalents have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is anti-dilutive. Net income (loss) per share calculations for all periods prior to the Business Combination have been retroactively restated to the equivalent number of shares reflecting the Exchange Ratio.

The following tables present reconciliations of the denominators of basic and diluted net income (loss) per share:

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Denominator:
Weighted-average common shares outstanding – Basic ⁽¹⁾		154,108,677		67,063,086		135,160,187		66,899,962
Stock options to purchase common stock and RSUs ⁽²⁾		7,722,607		—		10,027,040		—
Weighted-average common shares outstanding - Diluted		161,831,284		67,063,086		145,187,227		66,899,962

(1)	Includes 150,000 shares of common stock issuable to Lincoln Park in connection with the Purchase Agreement as the shares are issuable for no consideration in lieu of a commitment fee and will be issued solely as a result of the passage of time.
(2)	Includes the weighted average unvested shares subject to repurchase of 16,748 and 23,465 as of the three and six months ended June 30, 2022, respectively.

The following common stock equivalents were excluded from the computation of diluted net income (loss) per share for the periods presented because including them would have been antidilutive:

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Stock options to purchase common stock and RSUs		7,600,258		17,531,055		4,067,107		17,531,055
Unvested restricted stock		—		214,308		—		214,308
Preferred shares on an as-converted basis		—		53,078,571		—		53,078,571
Class F shares an as-converted basis		—		20,505,344		—		20,505,344
Shares issuable upon exercise of warrants		—		146,954		—		146,954
Total		7,600,258		91,476,232		4,067,107		91,476,232

As of June 30, 2022, 13,000,000 Earnout Shares were excluded from the table above because the shares are considered contingently issuable and the required common share price milestones were not achieved as of June 30, 2022. As of June 30, 2022, 13,800,000 common stock warrants were excluded from the table above as no shares were issuable under the treasury stock method of computing diluted earnings per share.

Segments

6 Months Ended

Jun. 30, 2022

Segment Reporting [Abstract]

Segments

Note 20. Segments

The Company conducts its business in one operating segment that develops and produces lidar sensors for use in automotive and smart infrastructure industries. The Company’s Chief Executive Officer is the chief operating decision maker (“CODM”). The CODM allocates resources and makes operating decisions based on financial information presented on a consolidated basis, accompanied by disaggregated information about sales and gross margin by product group. The profitability of the Company’s product group is not a determining factor in allocating resources and the CODM does not evaluate profitability below the level of the consolidated company. Long-lived assets of the Company located in its country of domicile, the United States, are approximately 88%.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI https://asc.fasb.org/topic&trid=2134510

+ Details

Subsequent Events

6 Months Ended

Jun. 30, 2022

Subsequent Events [Abstract]

Subsequent Events

Note 21. Subsequent Events

The Company has evaluated subsequent events from the balance sheet date through August 11, 2022, the issuance date of the condensed consolidated financial statements, and determined there are no other transactions that require additional accounting or disclosure.

Accounting Policies, by Policy (Policies)

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Description of Business

Description of Business

Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

Concentration of Risk

Concentration of Risk

As of June 30, 2022 and December 31, 2021, two and three customers, respectively, as of each period 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 June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Customer A		52	%		71	%		44	%		58	%
Customer B		25	%		1	%		26	%		1	%

Use of Estimates

Use of Estimates

Product Warranties

Product Warranties

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

Description of Business and Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Schedule of total revenue

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Customer A		52	%		71	%		44	%		58	%
Customer B		25	%		1	%		26	%		1	%

Business Combination (Tables)

6 Months Ended

Jun. 30, 2022

Business Combinations [Abstract]

Schedule of reconciles the elements of the business combination

Cash – Trust and cash, net of redemptions	$	16,607
Cash – PIPE Investment		59,500
Gross Proceeds from the Business Combination		76,107
Less: transaction costs and advisory fees, paid		(31,530	)
Net proceeds from the Business Combination		44,577
Less: transaction costs and advisory fees, accrued		(267	)
Less: Private Placement Warrants assumed		(2,588	)
Less: Earnout liability assumed		(74,998	)
Reverse recapitalization, net		(33,276	)
Add: Private Placement Warrants assumed		2,588
Add: Earnout liability assumed		74,998
Add: Transaction costs recorded to general and administrative expense		2,633
Add: Transaction costs accrued		267
Business Combination proceeds, net	$	47,210

Schedule of common stock issued immediately to consummation of business combination

GCAC Class A common stock, outstanding prior to Business Combination	17,250,000
Less: Redemption of GCAC Class A common stock	(15,589,540	)
Class A common stock of GCAC	1,660,460
GCAC founder shares	4,312,500
GCAC shares issued in PIPE Investment	5,950,000
Business Combination and PIPE shares	11,922,960
Legacy Cepton shares	142,075,043
Class A common stock immediately after Business Combination	153,998,003

Schedule of legacy cepton shares

	Legacy Cepton shares		Legacy Cepton shares, after Exchange Ratio
Balance at December 31, 2021		27,618,907		67,645,189
Convertible preferred stock		21,671,491		53,078,571
Class F stock		8,372,143		20,505,344
Option exercises ⁽¹⁾		259,348		635,204
Warrants exercises ⁽²⁾		86,041		210,735
Total				142,075,043

Revenue (Tables)

6 Months Ended

Jun. 30, 2022

Revenue from Contract with Customer [Abstract]

Schedule of total revenue disaggregated

	Three Months Ended June 30,
	2022					2021
	Revenue		% of Revenue			Revenue		% of Revenue

Revenue by country of domicile:
United States	$	880		34	%	$	41		5	%
Japan		1,462		58	%		695		77	%
Other		217		8	%		159		18	%
Total	$	2,559		100	%	$	895		100	%

	Six Months Ended June 30,
	2022					2021
	Revenue		% of Revenue			Revenue		% of Revenue

Revenue by country of domicile:
United States	$	1,493		37	%	$	252		19	%
Japan		2,264		56	%		875		66	%
Other		287		7	%		206		15	%
Total	$	4,044		100	%	$	1,333		100	%

Fair Value Measurement (Tables)

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

Schedule of assets and liabilities measured at fair value on a recurring basis

	June 30, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market fund	$	3,487	$	—	$	—	$	3,487
Total cash equivalents	$	3,487	$	—	$	—	$	3,487
Short-term investments:
Commercial paper	$	—	$	11,543	$	—	$	11,543
U.S. treasury securities		—		2,488		—		2,488
U.S. government agency securities		—		6,937		—		6,937
Corporate debt securities		—		5,532		—		5,532
Total short-term investments		—		26,500		—		26,500
Total assets measured at fair value	$	3,487	$	26,500	$	—	$	29,987

Liabilities:
Private placement warrants	$	—	$	631	$	—	$	631
Earnout liability		—		—		2,690		2,690
Total liabilities measured at fair value	$	—	$	631	$	2,690	$	3,321

	December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market fund	$	932	$	—	$	—	$	932
Total cash equivalents	$	932	$	—	$	—	$	932
Short-term investments:
Corporate debt securities	$	—	$	2,836	$	—	$	2,836
Total short-term investments		—		2,836		—		2,836
Total assets measured at fair value	$	932	$	2,836	$	—	$	3,768

Inventories (Tables)

6 Months Ended

Jun. 30, 2022

Inventory Disclosure [Abstract]

Schedule of inventories

	June 30, 2022		December 31, 2021
Raw materials	$	1,230	$	891
Work-in-process		1,092		518
Finished goods		668		1,114
Total inventories	$	2,990	$	2,523

Prepaid Expenses and Other Current Assets (Tables)

6 Months Ended

Jun. 30, 2022

Disclosure Text Block Supplement [Abstract]

Schedule of prepaid expense and other current assets

	June 30, 2022		December 31, 2021
Deferred transaction costs	$	1,598	$	4,688
Other prepaid expenses		396		1,153
Payroll tax receivable		865		980
Prepaid insurance		3,483		162
Prepaid rent		—		11
Other current assets		339		4
Total prepaid expenses and other current assets	$	6,681	$	6,998

Property and Equipment, Net (Tables)

6 Months Ended

Jun. 30, 2022

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

	June 30, 2022			December 31, 2021
Machinery and equipment	$	1,293		$	698
Automobiles		101			101
Leasehold improvements		189			120
Computer and equipment		109			87
Total property, and equipment		1,692			1,006
Less: accumulated depreciation and amortization		(673	)		(526	)
Total property and equipment, net	$	1,019		$	480

Accrued Expenses and Other Current Liabilities (Tables)

6 Months Ended

Jun. 30, 2022

Disclosure Text Block Supplement [Abstract]

Schedule of accrued expenses

	June 30, 2022		December 31, 2021
Accrued expenses and taxes	$	2,400	$	1,977
Accrued unvested option liability		25		101
Deferred revenue		—		308
Deferred rent		—		373
Warranty reserve		22		18
Total accrued expenses	$	2,447	$	2,777

Convertible Preferred Stock (Tables)

6 Months Ended

Jun. 30, 2022

Convertible Preferred Stock [Abstract]

Schedule of convertible preferred stock

	Issuance Date	Shares Authorized		Shares Issued and Outstanding		Original Issue Price per Share		Aggregate Liquidation Preference
Series A	July 6, 2016		8,000,000		8,000,000	$	1.0000	$	8,000,000
Series B	July 13, 2018		4,069,600		4,069,600		6.2500		25,435,000
Series B-1	July 13, 2018		3,272,475		3,272,475		3.1250		10,226,484
Series C	February 4, 2020		7,463,934		6,329,416		8.3736		52,999,998
			22,806,009		21,671,491			$	96,661,482

Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of employee and nonemployee stock option activity

	Shares			Weighted Average Exercise Price			Weighted Average Remaining Contract Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2021		6,796,114		$	4.66			7.5	$	126,591
Retroactive application of Exchange Ratio		9,849,028			(2.75	)
Outstanding as of December 31, 2021		16,645,142			1.91
Granted		561,050			9.12
Exercised		(917,012	)		0.49
Expired/Forfeited		(834,181	)		4.01
Outstanding as of June 30, 2022		15,454,999		$	2.14			7.1	$	10,170
Exercisable, June 30, 2022		9,856,212		$	1.18			6.2	$	8,965
Vested and expected to vest as of June 30, 2022		15,454,999		$	2.14			7.1	$	10,170

Schedule of RSU activity

	Shares			Weighted Grant Date Fair Value
Outstanding as of December 31, 2021		—		$	—
Granted		4,438,153		$	2.82
Released		—		$	—
Forfeited		(99,923	)	$	2.91
Outstanding as of June 30, 2022		4,338,230		$	2.81

Schedule of stock-based compensation expense related to options granted to employees and nonemployees

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Cost of revenue	$	60	$	4	$	103	$	20
Research and development expense	$	1,152	$	1,264	$	1,981	$	1,385
Selling, general and administrative expense	$	1,027	$	514	$	1,502	$	671
Total stock-based compensation expense	$	2,239	$	1,782	$	3,586	$	2,076

Earnout Liability (Tables)

6 Months Ended

Jun. 30, 2022

Disclosure Of Earnout Liability [Abstract]

Schedule of assumptions used in estimating the fair value of the earnout liablitiy

	June 30, 2022			February 10, 2022 (Closing Date)
Current stock price	$	1.56		$	7.99
Expected volatility		77.0	%		77.5	%
Risk-free interest rate		2.96	%		1.80	%
Expected term		2.6 years			3.0 years
Expected dividend yield		0	%		0	%

Leases (Tables)

6 Months Ended

Jun. 30, 2022

Leases [Abstract]

Schedule of components of lease expense

	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022
Operating lease cost	$	377	$	743
Variable lease cost		208		420
Total operating lease cost	$	585	$	1,163

Schedule of supplemental cash flow information

	Amount
Cash paid for amounts included in the measurement of lease liabilities:
Cash paid for operating leases included in operating activities	$	888
Right of use assets obtained in exchange for lease obligations:
Operating leases	$	1,789

Schedule of supplemental balance sheet information related to leases

	June 30, 2022
Operating lease right-of-use assets:
Operating lease right-of-use assets, current	$	813
Operating lease right-of-use assets, non-current		319
Total operating lease right-of-use assets	$	1,132
Operating lease liabilities:
Operating lease liabilities, current	$	1,069
Operating lease liabilities, non-current		284
Total operating lease liabilities	$	1,353

Schedule of weighted average remaining term and discount rates

	Amount
Weighted average remaining lease term		1.67
Weighted average discount rate		13.66	%

Schedule of maturities of lease liabilities

Year Ending December 31,
2022	$	951
2023		237
2024		88
2025		90
Thereafter		148
Total undiscounted lease payments	$	1,514

Present value adjustment for minimum lease commitments		161
Net Lease Liabilities	$	1,353

Basic and Diluted Net Income (Loss) Per Share (Tables)

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

Schedule of denominators of basic and diluted net income (loss) per share

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Denominator:
Weighted-average common shares outstanding – Basic ⁽¹⁾		154,108,677		67,063,086		135,160,187		66,899,962
Stock options to purchase common stock and RSUs ⁽²⁾		7,722,607		—		10,027,040		—
Weighted-average common shares outstanding - Diluted		161,831,284		67,063,086		145,187,227		66,899,962

(1)	Includes 150,000 shares of common stock issuable to Lincoln Park in connection with the Purchase Agreement as the shares are issuable for no consideration in lieu of a commitment fee and will be issued solely as a result of the passage of time.
(2)	Includes the weighted average unvested shares subject to repurchase of 16,748 and 23,465 as of the three and six months ended June 30, 2022, respectively.

Schedule of diluted net income (loss) per share

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Stock options to purchase common stock and RSUs		7,600,258		17,531,055		4,067,107		17,531,055
Unvested restricted stock		—		214,308		—		214,308
Preferred shares on an as-converted basis		—		53,078,571		—		53,078,571
Class F shares an as-converted basis		—		20,505,344		—		20,505,344
Shares issuable upon exercise of warrants		—		146,954		—		146,954
Total		7,600,258		91,476,232		4,067,107		91,476,232

Description of Business and Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Cash and cash equivalents	$ 4.5
Short-term investment	26.5
Accumulated deficit	53.4
Operating loss	31.7
Cash flows from operating activities	$ (32.3)
Accounts receivable percentage	10.00%	10.00%
Total revenue percentage	10.00%

Description of Business and Summary of Significant Accounting Policies (Details) - Schedule of total revenue	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Customer A [Member]
Revenue, Major Customer [Line Items]
Total Revenue percentage	52.00%	71.00%	44.00%	58.00%
Customer B [Member]
Revenue, Major Customer [Line Items]
Total Revenue percentage	25.00%	1.00%	26.00%	1.00%

Business Combination (Details) $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($) $ / shares shares
Business Combination (Details) [Line Items]
Exercise price per share (in Dollars per share) \| $ / shares	$ 18
Expire term	5 years
Direct and incremental cost	$ 31,800
Transaction costs	2,600
Recognized amount of prepaid expenses	4,400
Recognized amount of current assets and other	1,900
Gross proceeds	76,100
Total transaction costs	$ 40,700
Warrant [Member]
Business Combination (Details) [Line Items]
Exercise price per share (in Dollars per share) \| $ / shares	$ 11.5
Class A Common Stock [Member]
Business Combination (Details) [Line Items]
Common stock shares outstanding (in Shares) \| shares	15,589,540
Common stock, shares outstanding value	$ 155,900
Business Combination [Member]
Business Combination (Details) [Line Items]
Business combination, recapitalization	In connection with the Business Combination, the following occurred to recapitalize the Company: ●Shares of Legacy Cepton convertible preferred stock and Class F stock issued and outstanding, were converted into common stock of Legacy Cepton, and thereafter, all shares of Legacy Cepton common stock were subsequently converted into the Company’s Class A common stock, par value $0.0001 per share, at a rate of approximately 2.449 (the “Exchange Ratio”); ●Vested stock options to purchase or receive shares of Legacy Cepton common stock (see Note 12) converted into options to purchase or receive shares of the Company’s Class A common stock, par value $0.0001 per share, in accordance with the Exchange Ratio; ●Outstanding warrants, whether vested or unvested, to purchase shares of Legacy Cepton common stock (see Note 14) converted into shares of the Company’s Class A common stock, par value $0.0001 per share, in accordance with the Exchange Ratio; ●Outstanding unvested stock options to purchase or receive shares of Legacy Cepton common stock (see Note 12) converted into unvested stock options to purchase or receive shares of the Company’s Class A common stock upon the same terms and conditions that were in effect with respect to such stock options immediately prior to the Business Combination, after giving effect to the Exchange Ratio; ●The Company’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of capital stock to 355,000,000 shares, of which 350,000,000 shares were designated common stock, $0.00001 par value per share, and of which 5,000,000 shares were designated preferred stock, $0.00001 par value per share and to reclassify each share of Class A common stock and Class B common stock into one share of common stock.
Total transaction costs	$ 267
PIPE Investment [Member]
Business Combination (Details) [Line Items]
Common stock, shares subscription (in Shares) \| shares	5,950,000
Purchase price per share (in Dollars per share) \| $ / shares	$ 10
Common stock, shares value	$ 59,500

Business Combination (Details) - Schedule of reconciles the elements of the business combination - Business Combination [Member] $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($)
Condensed Financial Statements, Captions [Line Items]
Cash – Trust and cash, net of redemptions	$ 16,607
Cash – PIPE Investment	59,500
Gross Proceeds from the Business Combination	76,107
Less: transaction costs and advisory fees, paid	(31,530)
Net proceeds from the Business Combination	44,577
Less: transaction costs and advisory fees, accrued	(267)
Less: Private Placement Warrants assumed	(2,588)
Less: Earnout liability assumed	(74,998)
Reverse recapitalization, net	(33,276)
Add: Private Placement Warrants assumed	2,588
Add: Earnout liability assumed	74,998
Add: Transaction costs recorded to general and administrative expense	2,633
Add: Transaction costs accrued	267
Business Combination proceeds, net	$ 47,210

Business Combination (Details) - Schedule of common stock issued immediately to consummation of business combination	6 Months Ended
	Jun. 30, 2022 shares
Schedule of common stock issued immediately to consummation of business combination [Abstract]
GCAC Class A common stock, outstanding prior to Business Combination	17,250,000
Less: Redemption of GCAC Class A common stock	(15,589,540)
Class A common stock of GCAC	1,660,460
GCAC founder shares	4,312,500
GCAC shares issued in PIPE Investment	5,950,000
Business Combination and PIPE shares	11,922,960
Legacy Cepton shares	142,075,043
Class A common stock immediately after Business Combination	153,998,003

Business Combination (Details) - Schedule of legacy cepton shares - Business Combination [Member]
$ in Thousands

6 Months Ended

Jun. 30, 2022

USD ($)

Legacy Cepton shares [Member]

Business Combination, Separately Recognized Transactions [Line Items]

Balance at December 31, 2021 (in Dollars) | $

$ 27,618,907

Convertible preferred stock

21,671,491

Class F stock

8,372,143

Option exercises

259,348

^[1]

Warrants exercises

86,041

^[2]

Legacy Cepton shares, after Exchange Ratio [Member]

Business Combination, Separately Recognized Transactions [Line Items]

Balance at December 31, 2021 (in Dollars) | $

$ 67,645,189

Convertible preferred stock

53,078,571

Class F stock

20,505,344

Option exercises

635,204

^[1]

Warrants exercises

210,735

^[2]

Total

142,075,043

[1]	Option exercises during the period of January 1, 2022 to February 10, 2022.
[2]	Represents warrants that were net exercised prior to the Business Combination (See Note 14).

Revenue (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Accrued expenses and other current liabilities	$ 0	$ 309

Revenue (Details) - Schedule of total revenue disaggregated - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Revenue by country of domicile:
Revenue	$ 2,559	$ 895	$ 4,044	$ 1,333
% of Revenue	100.00%	100.00%	100.00%	100.00%
United States [Member]
Revenue by country of domicile:
Revenue	$ 880	$ 41	$ 1,493	$ 252
% of Revenue	34.00%	5.00%	37.00%	19.00%
Japan [Member]
Revenue by country of domicile:
Revenue	$ 1,462	$ 695	$ 2,264	$ 875
% of Revenue	58.00%	77.00%	56.00%	66.00%
Other [Member]
Revenue by country of domicile:
Revenue	$ 217	$ 159	$ 287	$ 206
% of Revenue	8.00%	18.00%	7.00%	15.00%

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
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-Paragraph 28
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 280
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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-Paragraph 32
-Subparagraph (a)
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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-Paragraph 22
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
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-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Section S99
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-Subparagraph (SX 210.5-03(1))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

+ Details

Fair Value Measurement (Details) - Schedule of assets and liabilities measured at fair value on a recurring basis - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Cash equivalents:
Money market fund	$ 3,487	$ 932
Total cash equivalents	3,487	932
Short-term investments:
Commercial paper	11,543
U.S. treasury securities	2,488
U.S. government agency securities	6,937
Corporate debt securities	5,532	2,836
Total short-term investments	26,500	2,836
Total assets measured at fair value	29,987	3,768
Liabilities:
Private placement warrants	631
Earnout liability	2,690
Total liabilities measured at fair value	3,321
Level 1 [Member]
Cash equivalents:
Money market fund	3,487	932
Total cash equivalents	3,487	932
Short-term investments:
Commercial paper
U.S. treasury securities
U.S. government agency securities
Corporate debt securities
Total short-term investments
Total assets measured at fair value	3,487	932
Liabilities:
Private placement warrants
Earnout liability
Total liabilities measured at fair value
Level 2 [Member]
Cash equivalents:
Money market fund
Total cash equivalents
Short-term investments:
Commercial paper	11,543
U.S. treasury securities	2,488
U.S. government agency securities	6,937
Corporate debt securities	5,532	2,836
Total short-term investments	26,500	2,836
Total assets measured at fair value	26,500	2,836
Liabilities:
Private placement warrants	631
Earnout liability
Total liabilities measured at fair value	631
Level 3 [Member]
Cash equivalents:
Money market fund
Total cash equivalents
Short-term investments:
Commercial paper
U.S. treasury securities
U.S. government agency securities
Corporate debt securities
Total short-term investments
Total assets measured at fair value
Liabilities:
Private placement warrants
Earnout liability	2,690
Total liabilities measured at fair value	$ 2,690

Inventories (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Inventories (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Inventory Disclosure [Abstract]
Write-downs amount	$ 154	$ 623	$ 154	$ 623

Inventories (Details) - Schedule of inventories - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Schedule of inventories [Abstract]
Raw materials	$ 1,230	$ 891
Work-in-process	1,092	518
Finished goods	668	1,114
Total inventories	$ 2,990	$ 2,523

Prepaid Expenses and Other Current Assets (Details) - Schedule of prepaid expense and other current assets - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Schedule of prepaid expense and other current assets [Abstract]
Deferred transaction costs	$ 1,598	$ 4,688
Other prepaid expenses	396	1,153
Payroll tax receivable	865	980
Prepaid insurance	3,483	162
Prepaid rent		11
Other current assets	339	4
Total prepaid expenses and other current assets	$ 6,681	$ 6,998

Property and Equipment, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Property and equipment	$ 147	$ 96

Property and Equipment, Net (Details) - Schedule of property and equipment - Cepton Technologies, Inc. [Member] - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Machinery and equipment	$ 1,293	$ 698
Automobiles	101	101
Leasehold improvements	189	120
Computer and equipment	109	87
Total property, and equipment	1,692	1,006
Less: accumulated depreciation and amortization	(673)	(526)
Total property and equipment, net	$ 1,019	$ 480

Accrued Expenses and Other Current Liabilities (Details) - Schedule of accrued expenses - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Schedule of accrued expenses [Abstract]
Accrued expenses and taxes	$ 2,400	$ 1,977
Accrued unvested option liability	25	101
Deferred revenue		308
Deferred rent		373
Warranty reserve	22	18
Total accrued expenses	$ 2,447	$ 2,777

Debt (Details) - USD ($) $ / shares in Units, $ in Millions		3 Months Ended	6 Months Ended
Debt (Details) - USD ($) $ / shares in Units, $ in Millions	Jan. 04, 2022	Jun. 30, 2022	Jun. 30, 2022
Debt (Details) [Line Items]
Borrowed loan amount	$ 10.0
Borrow rate	10.75%
Prime rate	7.00%
Maturity date	Feb. 01, 2026
Warrants to purchase of shares (in Shares)	96,998
Exercise price (in Dollars per share)	$ 16.89
Estimated fair value of warrant	$ 1.3
Transaction costs	0.3
Debt discount	10.0
Interest expense		$ 0.7	$ 1.4
Trinity Loan Agreement [Member]
Debt (Details) [Line Items]
Borrowed loan amount	$ 25.0

Convertible Preferred Stock (Details) - $ / shares	6 Months Ended
Convertible Preferred Stock (Details) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Convertible Preferred Stock (Details) [Line Items]
Preferred stock, par value (in Dollars per share)	$ 0.00001	$ 0.00001
Stock conversion basic	1:1
Convertible preferred stock, shares outstanding	21,671,491
Preferred Stock [Member]
Convertible Preferred Stock (Details) [Line Items]
Preferred stock, par value (in Dollars per share)	$ 0.00001
Convertible preferred stock, shares issued	21,671,491
Preferred stock, converted shares	53,078,571

Convertible Preferred Stock (Details) - Schedule of convertible preferred stock - Cepton Technologies, Inc. [Member]	6 Months Ended
	Jun. 30, 2022 USD ($) $ / shares shares
Conversion of Stock [Line Items]
Shares Authorized	22,806,009
Shares Issued and Outstanding	21,671,491
Aggregate Liquidation Preference (in Dollars) \| $	$ 96,661,482
Series A [Member]
Conversion of Stock [Line Items]
Issuance Date	Jul. 06, 2016
Shares Authorized	8,000,000
Shares Issued and Outstanding	8,000,000
Original Issue Price per Share (in Dollars per share) \| $ / shares	$ 1
Aggregate Liquidation Preference (in Dollars) \| $	$ 8,000,000
Series B [Member]
Conversion of Stock [Line Items]
Issuance Date	Jul. 13, 2018
Shares Authorized	4,069,600
Shares Issued and Outstanding	4,069,600
Original Issue Price per Share (in Dollars per share) \| $ / shares	$ 6.25
Aggregate Liquidation Preference (in Dollars) \| $	$ 25,435,000
Series B-1 [Member]
Conversion of Stock [Line Items]
Issuance Date	Jul. 13, 2018
Shares Authorized	3,272,475
Shares Issued and Outstanding	3,272,475
Original Issue Price per Share (in Dollars per share) \| $ / shares	$ 3.125
Aggregate Liquidation Preference (in Dollars) \| $	$ 10,226,484
Series C [Member]
Conversion of Stock [Line Items]
Issuance Date	Feb. 04, 2020
Shares Authorized	7,463,934
Shares Issued and Outstanding	6,329,416
Original Issue Price per Share (in Dollars per share) \| $ / shares	$ 8.3736
Aggregate Liquidation Preference (in Dollars) \| $	$ 52,999,998

Stockholders’ Equity (Deficit) (Details) - $ / shares	1 Months Ended	6 Months Ended
Stockholders’ Equity (Deficit) (Details) - $ / shares	Nov. 24, 2021	Jun. 30, 2022	Dec. 31, 2021	Jun. 30, 2021
Stockholders’ Equity (Deficit) (Details) [Line Items]
Voting rights description		common stock were entitled to one vote per share
Common stock, shares outstanding		6,000,000
Common stock converted shares				53,078,571
Shares authorized		350,000,000
Common stock, par value (in Dollars per share)		$ 0.00001	$ 0.00001
Common stock, shares outstanding		154,473,354	67,645,189
Common stock, shares issued		154,473,354	67,645,189
Closing price per share (in Dollars per share)		$ 18
Shares issuable	200,000
Lincoln Park [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Common stock were sold	21,186
Class A Common Stock [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Common stock converted shares		67,645,189
Common stock converted shares		15,589,540
Deferred transaction cost assets	200,000
Class F Stock [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Common stock, shares outstanding		8,372,143
Common stock, shares issued		8,372,143
Class F Common Stock [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Common stock converted shares		20,505,344
Common stock, par value (in Dollars per share)		$ 0.00001	$ 0.00001
Common stock, shares outstanding			8,372,143
Common stock, shares issued			8,372,143
Lincoln Park Capital Fund [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Common stock converted shares	100,000,000
Lincoln Park Capital Fund [Member] \| Class A Common Stock [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Common stock, shares issued	50,000
Common stock, shares issued	150,000
Closing price per share (in Dollars per share)	$ 7.99
Legacy Cepton [Member] \| Class A Common Stock [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Common stock, shares outstanding		27,618,907
Common stock, shares issued		27,618,907

Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands				1 Months Ended			3 Months Ended		6 Months Ended		12 Months Ended
	Feb. 10, 2022	Dec. 29, 2020	Jul. 05, 2016	Nov. 24, 2021	Dec. 29, 2020	Aug. 20, 2020	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Stock-Based Compensation (Details) [Line Items]
Shares reserved for issuance (in Shares)			4,800,000						10,477,359		9,187,533
Shares available for issuance (in Shares)											1,472,512
Common stock percentage	2.00%
Granted exercise option (in Shares)						150,000
Related shares per share (in Dollars per share)		$ 2.02
Exercise shares (in Shares)									25,000
Accrued expenses							$ 25		$ 25		$ 101
Shares issued per share (in Dollars per share)							$ 3.07		$ 3.07
Unvested restricted stock awards									$ 48
Weighted-average grant-date fair value (in Dollars per share)									$ 2.82
Unrecognized stock based compensation									$ 11,900
Weighted-average period									2 years 3 months 18 days
Total intrinsic value							$ 3,900	$ 700	$ 3,900	$ 700
Shares first tranche (in Shares)				200,000
Price exceeds (in Dollars per share)									$ 17.5
Market capitalization exceeds									$ 2,500,000
Capitalized stock based compensation expense into inventory									103	$ 58
Recognized additional stock-based compensation expense							300		$ 300
Common Stock [Member]
Stock-Based Compensation (Details) [Line Items]
Common stock reserved for issuance to employees (in Shares)	15,123,142
Exercise options granted per share (in Dollars per share)									$ 2.02
Restricted Stock Units [Member]
Stock-Based Compensation (Details) [Line Items]
Unrecognized stock based compensation									$ 11,500
Weighted-average period									2 years 8 months 12 days
Total intrinsic value							$ 6,800		$ 6,800
Performance-Based Stock Units [Member]
Stock-Based Compensation (Details) [Line Items]
Granted exercise option (in Shares)									123,000
Shares first tranche (in Shares)									66,000
Shares second tranche (in Shares)							57,000		57,000
Price exceeds (in Dollars per share)									$ 15
Market capitalization exceeds									$ 2,100,000
Fair value of the PSUs at valuation							$ 120		$ 120
Weighted average grant (in Dollars per share)									$ 0.98
Incentive Stock Options and Nonqualified Stock Options [Member]
Stock-Based Compensation (Details) [Line Items]
Weighted-average grant-date fair value (in Dollars per share)									$ 3.66	$ 2.87
Stock-Based Compensation [Member]
Stock-Based Compensation (Details) [Line Items]
Capitalized stock based compensation expense into inventory							$ 50	$ 50	$ 38	$ 38
Business Combination [Member]
Stock-Based Compensation (Details) [Line Items]
Aggregate consideration					$ 303

Stock-Based Compensation (Details) - Schedule of employee and nonemployee stock option activity - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Schedule of employee and nonemployee stock option activity [Abstract]
Shares, Outstanding at Beginning Balance	16,645,142	6,796,114
Weighted Average Exercise Price, Outstanding at Beginning Balance	$ 1.91	$ 4.66
Weighted Average Remaining Contract Term (in years), Outstanding at Beginning Balance		7 years 6 months
Aggregate Intrinsic Value, Outstanding at Beginning Balance		$ 126,591
Shares, Exercisable	9,856,212
Weighted Average Exercise Price, Exercisable	$ 1.18
Weighted Average Remaining Contract Term (in years), Exercisable	6 years 2 months 12 days
Aggregate Intrinsic Value, Exercisable	$ 8,965
Shares, Vested and expected to vest	15,454,999
Weighted Average Exercise Price, Vested and expected to vest	$ 2.14
Weighted Average Remaining Contract Term (in years), Vested and expected to vest	7 years 1 month 6 days
Aggregate Intrinsic Value, Vested and expected to vest	$ 10,170
Shares, Retroactive application of Exchange Ratio		9,849,028
Weighted Average Exercise Price, Retroactive application of Exchange Ratio		$ (2.75)
Shares, Outstanding Ending Balance	15,454,999	16,645,142
Weighted Average Exercise Price, Outstanding Ending Balance	$ 2.14	$ 1.91
Weighted Average Remaining Contract Term (in years), Outstanding Ending Balance	7 years 1 month 6 days
Aggregate Intrinsic Value, Outstanding Ending Balance	$ 10,170
Shares, Granted	561,050
Weighted Average Exercise Price, Granted	$ 9.12
Shares, Exercised	(917,012)
Weighted Average Exercise Price, Exercised	$ 0.49
Shares, Expired/Forfeited	(834,181)
Weighted Average Exercise Price, Expired/Forfeited	$ 4.01

Stock-Based Compensation (Details) - Schedule of RSU activity	6 Months Ended
	Jun. 30, 2022 $ / shares shares
Schedule of RSU activity [Abstract]
Shares, Outstanding at Beginning Balance \| shares
Weighted Grant Date Fair Value, Outstanding at Beginning Balance \| $ / shares
Shares, Granted \| shares	4,438,153
Weighted Grant Date Fair Value, Granted \| $ / shares	$ 2.82
Shares, Released \| shares
Weighted Grant Date Fair Value, Released \| $ / shares
Shares, Forfeited \| shares	(99,923)
Weighted Grant Date Fair Value, Forfeited \| $ / shares	$ 2.91
Shares, Outstanding at Ending Balance \| shares	4,338,230
Weighted Grant Date Fair Value, Outstanding at Ending Balance \| $ / shares	$ 2.81

Stock-Based Compensation (Details) - Schedule of stock-based compensation expense related to options granted to employees and nonemployees - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Schedule of stock-based compensation expense related to options granted to employees and nonemployees [Abstract]
Cost of revenue	$ 60	$ 4	$ 103	$ 20
Research and development expense	1,152	1,264	1,981	1,385
Selling, general and administrative expense	1,027	514	1,502	671
Total stock-based compensation expense	$ 2,239	$ 1,782	$ 3,586	$ 2,076

Earnout Liability (Details)	3 Months Ended	6 Months Ended
Earnout Liability (Details)	Jun. 30, 2022 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) $ / shares shares
Earnout Liability (Details) [Line Items]
Common stock pro rata description		common stock that is entitled to Earnout Shares a number of shares of Class A common stock equal to such holder’s pro rata portion of 7,000,000 shares.
Number of shares (in Shares) \| shares	6,000,000	6,000,000
Dividend rate		$ 0
Earnout liability	$ 2,700,000	2,700,000
Change in fair value of earnout liability	$ 15,600,000	$ 72,300,000
Expected remaining term	3 years	3 years
Business Combination [Member]
Earnout Liability (Details) [Line Items]
Exceeds price per share (in Dollars per share) \| $ / shares	$ 17.5	$ 17.5
Class A Common Stock [Member] \| Business Combination [Member]
Earnout Liability (Details) [Line Items]
Exceeds price per share (in Dollars per share) \| $ / shares	$ 15	$ 15

Earnout Liability (Details) - Schedule of assumptions used in estimating the fair value of the earnout liablitiy - $ / shares	Jun. 30, 2022	Feb. 10, 2022
Schedule of assumptions used in estimating the fair value of the earnout liablitiy [Abstract]
Current stock price (in Dollars per share)	$ 1.56	$ 7.99
Expected volatility	77.00%	77.50%
Risk-free interest rate	2.96%	1.80%
Expected term	2 years 7 months 6 days	3 years
Expected dividend yield	0.00%	0.00%

Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2022	Jul. 31, 2020	Jan. 04, 2022	Aug. 31, 2019
Warrants (Details) [Line Items]
Price per share (in Dollars per share)	$ 18	$ 18
Fair value of private placement (in Dollars)	$ 600	$ 600
Company gains (in Dollars)	1,900	$ 2,000
Term loan amount (in Dollars)			$ 5,000
Term loan expire, description		The term loan was repaid in February 2020.
Estimated fair value of additional paid-in capital (in Dollars)	$ 88	$ 88
Shares of common stock		136,994
Public warrant [Member]
Warrants (Details) [Line Items]
Warrants exercise price (in Dollars per share)	$ 0.01	$ 0.01
Cepton Technologies, Inc. [Member]
Warrants (Details) [Line Items]
Warrants exercise price (in Dollars per share)				$ 16.89
Warrant to purchase shares of common stock				96,998
Warrant to purchase additional shares of common stock				1,300,000
Common stock shares				73,741
IPO [Member]
Warrants (Details) [Line Items]
Sale of public warrants	8,625,000	8,625,000
Common Stock Warrants Assumed in Business Combination [Member]
Warrants (Details) [Line Items]
Price per share (in Dollars per share)	$ 11.5	$ 11.5
Loan agreement [Member]
Warrants (Details) [Line Items]
Aggregate common stock shares					60,000
Business Combination [Member]
Warrants (Details) [Line Items]
Fair value of private placement (in Dollars)	$ 2,600	$ 2,600
Warrants shares	60,000	60,000
Business Combination [Member] \| Cepton Technologies, Inc. [Member]
Warrants (Details) [Line Items]
Warrants shares				96,988
Sponsor [Member] \| Private Placement [Member]
Warrants (Details) [Line Items]
Private placement warrants		5,175,000

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Tax Disclosure [Abstract]
Provision for income taxes	$ (12)	$ (2)	$ 16	$ 11

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Leases (Details) - USD ($) $ in Millions	6 Months Ended
Leases (Details) - USD ($) $ in Millions	Jun. 30, 2022	Jan. 01, 2022
Leases [Abstract]
Operating leases assets	$ 1.4
Operating leases liabilities	$ 1.8
Deferred rent liabilities		$ 0.4
Lease term	1 year

Leases (Details) - Schedule of components of lease expense - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022
Schedule of components of lease expense [Abstract]
Operating lease cost	$ 377	$ 743
Variable lease cost	208	420
Total operating lease cost	$ 585	$ 1,163

Leases (Details) - Schedule of supplemental cash flow information $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($)
Cash paid for amounts included in the measurement of lease liabilities:
Cash paid for operating leases included in operating activities	$ 888
Right of use assets obtained in exchange for lease obligations:
Operating leases	$ 1,789

Leases (Details) - Schedule of supplemental balance sheet information related to leases $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($)
Operating lease right-of-use assets:
Operating lease right-of-use assets, current	$ 813
Operating lease right-of-use assets, non-current	319
Total operating lease right-of-use assets	1,132
Operating lease liabilities:
Operating lease liabilities, current	1,069
Operating lease liabilities, non-current	284
Total operating lease liabilities	$ 1,353

Leases (Details) - Schedule of weighted average remaining term and discount rates	Jun. 30, 2022
Schedule of weighted average remaining term and discount rates [Abstract]
Weighted average remaining lease term	1 year 8 months 1 day
Weighted average discount rate	13.66%

Leases (Details) - Schedule of maturities of lease liabilities $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($)
Schedule of maturities of lease liabilities [Abstract]
2022	$ 951
2023	237
2024	88
2025	90
Thereafter	148
Total undiscounted lease payments	1,514
Present value adjustment for minimum lease commitments	161
Net Lease Liabilities	$ 1,353

Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Related Party Transactions [Abstract]
Revenue from customer and investor	$ 1,300	$ 640	$ 1,800	$ 770
Accounts receivable from customer and investor	$ 871	$ 239	$ 871	$ 239

Basic and Diluted Net Income (Loss) Per Share (Details)	3 Months Ended	6 Months Ended
Basic and Diluted Net Income (Loss) Per Share (Details)	Jun. 30, 2022 shares	Jun. 30, 2022 shares
Basic and Diluted Net Income (Loss) Per Share (Details) [Line Items]
Common stock issuable	150,000	150,000
Weighted average unvested shares	16,748	23,465
Common stock warrants	13,800,000	13,800,000
Earnout Shares [Member]
Basic and Diluted Net Income (Loss) Per Share (Details) [Line Items]
Shares issued	13,000,000	13,000,000

Basic and Diluted Net Income (Loss) Per Share (Details) - Schedule of denominators of basic and diluted net income (loss) per share - shares

3 Months Ended

6 Months Ended

Jun. 30, 2022

Jun. 30, 2021

Jun. 30, 2022

Jun. 30, 2021

Denominator:

Weighted-average common shares outstanding – Basic

^[1]

154,108,677

67,063,086

135,160,187

66,899,962

Stock options to purchase common stock and RSUs

^[2]

7,722,607

10,027,040

Weighted-average common shares outstanding - Diluted

161,831,284

67,063,086

145,187,227

66,899,962

[1]	Includes 150,000 shares of common stock issuable to Lincoln Park in connection with the Purchase Agreement as the shares are issuable for no consideration in lieu of a commitment fee and will be issued solely as a result of the passage of time.
[2]	Includes the weighted average unvested shares subject to repurchase of 16,748 and 23,465 as of the three and six months ended June 30, 2022, respectively.

Basic and Diluted Net Income (Loss) Per Share (Details) - Schedule of diluted net income (loss) per share - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Schedule of diluted net income (loss) per share [Abstract]
Stock options to purchase common stock and RSUs	7,600,258	17,531,055	4,067,107	17,531,055
Unvested restricted stock		214,308		214,308
Preferred shares on an as-converted basis		53,078,571		53,078,571
Class F shares an as-converted basis		20,505,344		20,505,344
Shares issuable upon exercise of warrants		146,954		146,954
Total	7,600,258	91,476,232	4,067,107	91,476,232

Segments (Details)	6 Months Ended
Segments (Details)	Jun. 30, 2022
United States [Member]
Segments (Details) [Line Items]
Long lived assets, percentage	88.00%