SEC Filing | Cepton, Inc.

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Filed Pursuant to Rule 424(b)(3)
File No. 333-262667

PROSPECTUS SUPPLEMENT NO. 10

(to prospectus dated May 11, 2022)

CEPTON, INC.

Up to 14,700,000 Shares of Common Stock

This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated May 11, 2022 (as supplemented prior to the date hereof, the “Prospectus”), related to the resale, from time to time, of up to 14,700,000 shares of our common stock by Lincoln Park.

The shares of common stock to which the Prospectus relates include shares that have been or may be issued to Lincoln Park pursuant to the Purchase Agreement between us and Lincoln Park.

On November 10, 2022, we filed our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, with the Securities and Exchange Commission (the “Quarterly Report”). Accordingly, we have attached the Quarterly Report to this prospectus supplement to update and supplement the Prospectus with the information contained in our Quarterly Report.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Terms used in this prospectus supplement but not defined herein shall have the meanings given to such terms in the Prospectus.

Our common stock is listed on the Nasdaq Capital Market under the symbol “CPTN”. As of November 10, 2022, the closing price of our common stock was $1.87.

We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting requirements.

INVESTING IN OUR SECURITIES INVOLVES RISKS THAT ARE DESCRIBED IN THE “RISK FACTORS” SECTION BEGINNING ON PAGE 9 OF THE PROSPECTUS AND PART II, ITEM 1A OF THE QUARTERLY REPORT.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or this prospectus supplement or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is November 10, 2022.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Cepton, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-39959		27-2447291
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

399 West Trimble Road San Jose, California		95131
(Address of principal executive offices)		(Zip Code)

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which
registered

Common stock, par value $0.00001 per share

CPTN

The Nasdaq Capital Market

Redeemable warrants, exercisable for common stock at an exercise price of $11.50 per share, subject to adjustment

CPTNW

The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 1, 2022, 156,413,640 shares of common stock, par value $0.00001, of the registrant were issued and outstanding.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (the “Report”) includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical or current fact included in this Report are forward-looking statements. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “designed to” or other similar expressions that predict or imply future events or trends or that are not statements of historical matters. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The Company cautions readers of this Report that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the Company’s control, that could cause the actual results to differ materially from the expected results. These factors include the information set forth in Part II, Item 1A, of this Report under the heading “Risk Factors”, which we encourage you to carefully read. Forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics, projections of market opportunity and market share, potential benefits and the commercial attractiveness to its customers of the Company’s products and services, the potential success of the Company’s marketing and expansion strategies, the potential for the Company to achieve design awards and statements regarding the pending transaction with Koito Manufacturing Co., Ltd. These statements are based on various assumptions, whether or not identified in this Report, and on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. You are therefore cautioned not to place undue reliance on such statements. Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as required by law.

Cepton, Inc.

Quarterly Report on Form 10-Q

Table of Contents

		Page No.

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	1

	Condensed Consolidated Balance Sheets	1

	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)	2

	Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)	3

	Condensed Consolidated Statements of Cash Flows	5

	Notes to Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40

Item 4.	Controls and Procedures	41

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	42

Item 1A.	Risk Factors	42

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	81

Item 3.	Defaults Upon Senior Securities	81

Item 4.	Mine Safety Disclosures	81

Item 5.	Other Information	81

Item 6.	Exhibits	81

SIGNATURES		82

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

CEPTON, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands, except share data)

(unaudited)

	September 30, 2022			December 31, 2021
ASSETS

Current assets:
Cash and cash equivalents	$	3,312		$	3,654
Short-term investments		18,306			2,836
Accounts receivable, net of allowance for doubtful accounts of $0 and $0, respectively		1,386			500
Inventories		2,516			2,523
Right-of-use assets		474			—
Prepaid expenses and other current assets		4,864			6,998
Total current assets		30,858			16,511
Property and equipment, net		840			480
Other assets		1,137			293
Total assets	$	32,835		$	17,284

LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities:
Accounts payable	$	1,740		$	2,547
Operating lease liabilities		653			—
Accrued expenses and other current liabilities		3,399			2,777
Total current liabilities		5,792			5,324
Long-term debt		9,370			—
Warrant liability		766			—
Earnout liability		4,130			—
Other long-term liabilities		343			23
Total liabilities		20,401			5,347

Commitments and contingencies (Note 17)

Convertible preferred stock:
Convertible preferred stock – Par value $0.00001 per share – No shares authorized at September 30, 2022; 22,806,009 shares authorized at December 31, 2021; No shares issued and outstanding at September 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 September 30, 2022; No shares authorized at December 31, 2021; No shares issued and outstanding at September 30, 2022 or December 31, 2021		—			—
Common stock – Par value $0.00001 per share – 350,000,000 and 75,000,000 shares authorized at September 30, 2022 and December 31, 2021, respectively; 156,235,659 and 67,645,189 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively		2			—
Class F stock – Par value $0.00001 per share – No shares of Class F stock authorized as of September 30, 2022; 8,402,000 shares authorized at December 31, 2021; No shares of Class F stock issued and outstanding as of September 30, 2022; 8,372,143 shares issued and outstanding at December 31, 2021		—			—
Additional paid-in capital		83,332			7,949
Accumulated other comprehensive loss		(92	)		(43	)
Accumulated deficit		(70,808	)		(95,439	)
Total stockholders’ equity (deficit)		12,434			(87,533	)
Total liabilities, convertible preferred stock and stockholders’ equity (deficit)	$	32,835		$	17,284

See accompanying notes to the condensed consolidated financial statements

CEPTON, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(In thousands, except share and per share data)

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Lidar sensor and prototype revenue	$	1,778		$	656		$	4,642		$	1,989
Development revenue		26			1,235			1,207			1,235
Total revenue	$	1,804		$	1,891		$	5,849		$	3,224

Lidar sensor and prototype cost of revenue		1,872			617			5,608			3,053
Development cost of revenue		3			376			600			376
Total cost of revenue		1,875			993			6,208			3,429
Gross profit (loss)		(71	)		898			(359	)		(205	)

Operating expenses:
Research and development		8,227			6,331			24,368			17,321
Selling, general and administrative		6,722			3,520			21,954			9,992
Total operating expenses		14,949			9,851			46,322			27,313
Operating loss		(15,020	)		(8,953	)		(46,681	)		(27,518	)
Other income (expense)
Change in fair value of earnout liability		(1,440	)		—			70,868			—
Change in fair value of warrant liability		(135	)		—			2,549			—
Other income (expense), net		(493	)		1,096			(487	)		1,098
Interest (expense) income, net		(318	)		—			(1,597	)		14
Income (loss) before income taxes		(17,406	)		(7,857	)		24,652			(26,406	)
Provision for income taxes		(5	)		(5	)		(21	)		(16	)

Net income (loss)	$	(17,411	)	$	(7,862	)	$	24,631		$	(26,422	)

Net income (loss) per share, basic	$	(0.11	)	$	(0.12	)	$	0.17		$	(0.39	)
Net income (loss) per share, diluted	$	(0.11	)	$	(0.12	)	$	0.16		$	(0.39	)
Weighted-average common shares, basic		155,689,414			67,199,734			142,744,165			67,000,984
Weighted-average common shares, diluted		155,689,414			67,199,734			152,048,431			67,000,984

Net income (loss)	$	(17,411	)	$	(7,862	)	$	24,631		$	(26,422	)
Other comprehensive income (loss), net of tax:
Changes in unrealized gain (loss) on available-for-sale securities		13			—			(35	)		(4	)
Foreign currency translation adjustments		(2	)		(6	)		(14	)		(17	)
Total other comprehensive income ( loss), net of tax		11			(6	)		(49	)		(21	)
Comprehensive income (loss)	$	(17,400	)	$	(7,868	)	$	24,582		$	(26,443	)

See accompanying notes to the condensed consolidated financial statements

CEPTON, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)

(In thousands, except share and per share data)

(unaudited)

	Convertible Preferred Stock						Preferred Stock				Common Stock				Class F Stock					Additional Paid-in			Accumulated Other Comprehensive			Accumulated			Total Stockholders’ Equity
	Shares			Amount			Shares		Amount		Shares		Amount		Shares			Amount		Capital			Loss			Deficit			(Deficit)
Balance — December 31, 2021		21,671,491		$	99,470			—		—		27,618,907	$	—		8,372,143		$	—	$	7,949		$	(43	)	$	(95,439	)	$	(87,533	)
Retroactive application of exchange ratio		31,407,080			—			—		—		40,026,282		—		12,133,201			—		—			—			—			—
Conversion of convertible preferred stock to common stock		(53,078,571	)		(99,470	)		—		—		53,078,571		1		—			—		99,470			—			1			99,472
Conversion of Class F stock to common stock		—			—			—		—		20,505,344		—		(20,505,344	)		—		—			—			—			—
Reverse recapitalization, net of transaction costs		—			—			—		—		11,845,943		1		—			—		(33,051	)		—			—			(33,050	)
Exercise of Trinity warrants		—			—			—		—		237,571		—		—			—		547			—			—			547
Exercise of SVB warrants		—			—			—		—		146,954		—		—			—		—			—			—			—
Exercise of stock options		—			—			—		—		511,890		—		—			—		273			—			—			273
Stock-based compensation expense		—			—			—		—		—		—		—			—		1,357			—			—			1,357
Unrealized gain on available-for-sale investments		—			—			—		—		—		—		—			—		—			(11	)		—			(11	)
Cumulative translation adjustment		—			—			—		—		—		—		—			—		—			(4	)		—			(4	)
Net income		—			—			—		—		—		—		—			—		—			—			41,198			41,198
Balance — March 31, 2022		—			—			—		—		153,971,462		2		—			—		76,545			(58	)		(54,240	)		22,249
Exercise of stock options		—			—			—		—		404,167		—		—			—		211			—			—			211
Issuance of common stock to LPC		—			—			—		—		21,186		—		—			—		50			—			—			50
Stock-based compensation expense		—			—			—		—		—		—		—			—		2,229			—			—			2,229
Vesting of early exercised options		—			—			—		—		45,923		—		—			—		38			—			—			38
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		—			—			—		—		—		—		—			—		—			—			843			843
Balance — June 30, 2022		—			—			—		—		154,442,738		2		—			—		78,847			(103	)		(53,397	)		25,349
Exercise of stock options		—			—			—		—		490,986		—		—			—		261			—			—			261
Issuance of common stock to LPC		—			—			—		—		1,271,319		—		—			—		1,831			—			—			1,831
Vesting of early exercised options		—			—			—		—		30,616		—		—			—		25			—			—			25
Stock-based compensation expense		—			—			—		—		—		—		—			—		2,368			—			—			2,368
Unrealized gain on available-for-sale investments		—			—			—		—		—		—		—			—					13			—			13
Cumulative translation adjustment		—			—			—		—		—		—		—			—		—			(2	)		—			(2	)
Net loss		—			—			—		—		—		—		—			—		—			—			(17,411	)		(17,411	)
Balance — September 30, 2022		—			—			—		—		156,235,659		2		—			—		83,332			(92	)		(70,808	)		12,434

	Convertible Preferred Stock				Preferred Stock				Common Stock				Class F Stock				Additional Paid-in		Accumulated Other Comprehensive			Accumulated			Total Stockholders’ Equity
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Loss			Deficit			(Deficit)
Balance — December 31, 2020 (as previously reported)		21,671,491	$	99,470		—		—		27,184,882	$	—		8,372,143	$	—	$	2,286	$	(18	)	$	(58,197	)	$	(55,929	)
Retroactive application of exchange ratio		31,407,080		—		—		—		39,397,278		—		12,133,201		—		—		—			—			—
Issuance of common stock upon exercise of stock options		—		—		—		—		177,602		—		—		—		254		—			—			254
Stock-based compensation		—		—		—		—		—		—		—		—		298		—			—			298
Unrealized gain/loss on available-for-sale securities, net of tax		—		—		—		—		—		—		—		—		—		(5	)		—			(5	)
Foreign currency translation adjustment		—		—		—		—		—		—		—		—		—		(8	)		—			(8	)
Net loss		—		—		—		—		—		—		—		—		—		—			(8,359	)		(8,359	)
Balance — March 31, 2021		53,078,571		99,470		—		—		66,759,762		—		20,505,344		—		2,838		(31	)		(66,556	)		(63,749	)
Exercise of stock options		—		—		—		—		50,500		—		—		—		80		—			—			80
Stock-based compensation		—		—		—		—		—		—		—		—		1,779		—			—			1,779
Unrealized gain/loss on available-for-sale securities		—		—		—		—		—		—		—		—		—		1			—			1
Other comprehensive income, net of tax		—		—		—		—		—		—		—		—		—		(3	)		—			(3	)
Net loss		—		—		—		—		—		—		—		—		—		—			(10,201	)		(10,201	)
Balance — June 30, 2021		53,078,571		99,470		—		—		66,810,262		—		20,505,344		—		4,697		(33	)		(76,757	)		(72,093	)
Exercise of stock options		—		—		—		—		561,460		—		—		—		166		—			—			166
Stock-based compensation		—		—		—		—		—		—		—		—		1,293		—			—			1,293
Other comprehensive income, net of tax		—		—		—		—		—		—		—		—		—		(6	)		—			(6	)
Net loss		—		—		—		—		—		—		—		—		—		—			(7,862	)		(7,862	)
Balance — September 30, 2021		53,078,571		99,470		—		—		67,371,722		—		20,505,344		—		6,156		(39	)		(84,619	)		(78,502	)

See accompanying notes to the condensed consolidated financial statements

CEPTON, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(In thousands)

(unaudited)

	Nine Months Ended September 30,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	24,631		$	(26,422	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		224			151
Stock-based compensation		5,954			3,339
Amortization of right-of-use asset		993			—
Amortization, other		838			246
Change in fair value of earnout liability		(70,868	)		—
Change in fair value of warrant liability		(2,549	)		—
Loss on disposal of property and equipment		—			42
Gain from debt forgiveness		—			(1,121	)
Other		181			—
Changes in operating assets and liabilities:
Accounts receivable, net		(886	)		(490	)
Inventories		7			583
Prepaid expenses and other current assets		(472	)		(4,413	)
Other long-term assets		(864	)		(279	)
Accounts payable		(807	)		929
Accrued expenses and other current liabilities		962			1,374
Operating lease liabilities		(1,169	)		—
Other long-term liabilities		320			(1,163	)
Net cash used in operating activities		(43,505	)		(27,224	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(584	)		(162	)
Purchases of short-term investments		(32,368	)		(8,455	)
Proceeds from sales of short-term investments		8,303			3,615
Proceeds from maturities of short-term investments		8,624			28,200
Net cash provided by (used in) investing activities		(16,025	)		23,198

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Business Combination and private offering		76,107			—
Payments of Business Combination and private offering transaction costs		(29,031	)		—
Proceeds from issuance of debt and warrants, net of debt discount		9,724			—
Proceeds from issuance of common stock options		707			386
Proceeds from issuance of common stock		1,700			—
Net cash provided by financing activities		59,207			386

Effect of exchange rate changes on cash		(19	)		(18	)

Net decrease in cash and cash equivalents		(342	)		(3,658	)
Cash and cash equivalents, beginning of period		3,654			11,312
Cash and cash equivalents, end of period	$	3,312		$	7,654

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest	$	741		$	—
Cash paid for income taxes	$	12		$	2
Business Combination transaction costs, accrued but not paid	$	135		$	1,113

SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION
Purchases of property and equipment in accounts payable	$	—		$	7
Vesting of early exercised stock options	$	101		$	114
Right-of-use assets obtained in exchange for new operating lease liabilities	$	1,827		$	—

See accompanying notes to the condensed consolidated financial statements

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 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, Japan, China 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 September 30, 2022, the Company had cash and cash equivalents of $3.3 million, short-term investment of $18.3 million, and an accumulated deficit of $70.8 million. During the nine months ended September 30, 2022, the Company incurred an operating loss of $46.7 million and had negative cash flows from operating activities of $43.5 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. For further information regarding our pending financing activities, see Note 21.

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 September 30, 2022 and December 31, 2021, two and three customers, respectively, each accounted for more than 10% of accounts receivable.

Customers with revenue equal to or greater than 10% of total revenue for the periods indicated were as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Customer A		16	%		80	%		35	%		71	%
Customer B		21	%		4	%		24	%		3	%
Customer C		40	%		—	%		15	%		—	%

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, 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 September 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.

Reclassifications

During the course of preparing the financial statements, the Company identified an immaterial error in its misapplication of accounting guidance related to the presentation of certain costs related to research and development expenses and costs of revenue for the nine months ended September 30, 2021. The Company concluded the misstatement was not material to the financial statement of any interim period. The error had no impact on reported operating loss or net loss.

The corrections to the Company’s condensed consolidated statement of operations for the nine months ended September 30, 2021 were as follows (in thousands):

	Nine Months Ended September 30, 2021
	(As Previously Reported)			Corrections			(as Corrected)
Lidar sensor and prototype revenue	$	1,989		$	—		$	1,989
Development revenue		1,235			—			1,235
Total revenue		3,224			—			3,224

Lidar sensor and prototype cost of revenue		3,053			—			3,053
Development cost of revenue		3,104			(2,728	)		376
Total cost of revenue		6,157			(2,728	)		3,429

Gross loss		(2,933	)		2,728			(205	)

Operating expenses:
Research and development		14,593			2,728			17,321
Selling, general and administrative		9,992			—			9,992
Total operating expenses		24,585			2,728			27,313

Operating loss		(27,518	)		—			(27,518	)

Net loss	$	(26,422	)	$	—		$	(26,422	)

During the Company’s preparation of its condensed consolidated financial statements for the nine months ended September 30, 2022, the Company identified an immaterial misclassification error related to the common shares issued to Lincoln Park as a commitment fee. The common shares issued as a commitment fee to Lincoln Park should have been recorded as an equity-linked derivative liability within additional paid-in capital at a market value of $9.94 per share, which was the closing price of GCAC common stock as of November 24, 2021, the inception of the Lincoln Park agreement, as opposed to recording a deferred transaction cost asset within prepaid expenses and other current assets. Upon the closing of the Business Combination and issuance of the commitment shares on February 10, 2022 and August 11, 2022, the obligation became fully extinguished on August 11, 2022 and the amount reflected within additional paid-in capital. The Company corrected the error in the condensed consolidated financial statements for the nine months ended September 30, 2022. The Company believes the correction of the error is immaterial to the previously issued condensed consolidated financial statements for prior periods.

The condensed consolidated statements of convertible preferred stock and stockholders’ equity (deficit) included in this Quarterly Report as of September 30, 2022 differ from our Form 10-Q’s for the periods ended March 31, 2022 and June 30, 2022, reflecting immaterial error corrections, including the misclassification of $1.6 million from prepaid expenses and other current assets to additional paid-in capital for the Lincoln Park commitment fee obligation as of March 31, 2022.

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. 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, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which significantly changes the way entities recognize credit losses and impairment of financial assets recorded at amortized cost. Currently, the credit loss and impairment model for loans and leases is based on incurred losses, and investments are recognized as impaired when there is no longer an assumption that future cash flows will be collected in full under the originally contracted terms. Under the new current expected credit loss (“CECL”) model, the standard requires immediate recognition of estimated credit losses expected to occur over the remaining life of the asset. As the Company is an emerging growth company, the standard will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. 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 standard.

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 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 on February 10, 2022, 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 September 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		(31,662	)
Net proceeds from the Business Combination		44,445
Less: transaction costs and advisory fees, accrued		(135	)
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		2,631
Add: Transaction costs accrued		135
Business Combination proceeds, net	$	47,076

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).

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 September 30,
	2022					2021
	Revenue		% of Revenue			Revenue		% of Revenue

Revenue by country of domicile:
Japan	$	376		21	%	$	1,644		87	%
United States	$	684		38	%	$	147		8	%
China		719		40	%		—		—	%
Other		25		1	%		100		5	%
Total	$	1,804		100	%	$	1,891		100	%

	Nine Months Ended September 30,
	2022					2021
	Revenue		% of Revenue			Revenue		% of Revenue

Revenue by country of domicile:
Japan	$	2,640		45	%	$	2,520		79	%
United States		2,177		37	%		402		12	%
China		879		15	%		—		—	%
Other		153		3	%		302		9	%
Total	$	5,849		100	%	$	3,224		100	%

As of September 30, 2022 and December 31, 2021, the Company had $0.4 million and $0.3 million of contract liabilities included in accrued expenses and other current liabilities, respectively, and no contract assets.

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):

	September 30, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market fund	$	2,599	$	—	$	—	$	2,599
Total cash equivalents	$	2,599	$	—	$	—	$	2,599
Short-term investments:
Commercial paper	$	—	$	7,985	$	—	$	7,985
U.S. treasury securities		—		2,500		—		2,500
U.S. government agency securities		—		4,712		—		4,712
Corporate debt securities		—		3,109		—		3,109
Total short-term investments		—		18,306		—		18,306
Total assets measured at fair value	$	2,599	$	18,306	$	—	$	20,905

Liabilities:
Private placement warrants	$	—	$	766	$	—	$	766
Earnout liability		—		—		4,130		4,130
Total liabilities measured at fair value	$	—	$	766	$	4,130	$	4,896

	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 September 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.

Note 5. Inventories

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

	September 30, 2022		December 31, 2021
Raw materials	$	1,189	$	891
Work-in-process		1,103		518
Finished goods		224		1,114
Total inventories	$	2,516	$	2,523

Inventories are carried at the lower of cost or net realizable value. Write-downs were $0.4 million and $0.6 million for the nine months ended September 30, 2022 and 2021, respectively. Write-downs were $0.4 million and immaterial for the three months ended September 30, 2022 and 2021, respectively.

Note 6. Prepaid Expenses and Other Current Assets

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

	September 30, 2022		December 31, 2021
Deferred transaction costs	$	—	$	4,688
Other prepaid expenses		675		1,153
Payroll tax receivable		865		980
Prepaid insurance		3,010		162
Prepaid rent		—		11
Other current assets		314		4
Total prepaid expenses and other current assets	$	4,864	$	6,998

Note 7. Property and Equipment, Net

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

	September 30, 2022			December 31, 2021
Machinery and equipment	$	1,184		$	698
Automobiles		101			101
Leasehold improvements		189			120
Computer and equipment		116			87
Total property, and equipment		1,590			1,006
Less: accumulated depreciation and amortization		(750	)		(526	)
Total property and equipment, net	$	840		$	480

Depreciation and amortization related to property and equipment was $0.2 million and $0.2 million for the nine months ended September 30, 2022 and 2021, respectively. Depreciation and amortization related to property and equipment was immaterial for the three months ended September 30, 2022 and 2021, respectively.

Note 8. Accrued Expenses and Other Current Liabilities

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

	September 30, 2022		December 31, 2021
Accrued expenses and taxes	$	1,240	$	1,151
Accrued payroll		1,756		826
Accrued unvested option liability		—		101
Deferred revenue		355		308
Deferred rent		—		373
Warranty reserve		48		18
Total accrued expenses and other current liabilities	$	3,399	$	2,777

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 nine months ended September 30, 2022, the Company recognized $0.4 million and $1.8 million in interest expense, respectively, in connection with the borrowings under the Trinity Loan Agreement.

On November 7, 2022, the Company repaid all outstanding principal and accrued interest under and terminated the Trinity Loan Agreement with borrowings under a new Secured Term Loan Agreement entered into with Koito. See Note

21 for further information.

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.

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 September 30, 2022, the Company had authorized 350,000,000 shares of common stock, each with a par value of $0.00001. As of September 30, 2022, there were 156,235,659 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, as a commitment fee, 50,000 shares of Class A common stock to Lincoln Park on the date of the closing of the Business Combination and subsequently an additional 150,000 shares of Class A common stock 180 days after the date of the closing of the Business Combination.

As of and for the nine months ended September 30, 2022, 1,142,505 shares of common stock had been sold to Lincoln Park under the Purchase Agreement for consideration of $1.7 million.

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.

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 Legacy Cepton’s common stock reserved for issuance and 1,472,512 shares were available for future issuance. As of September 30, 2022, there were no shares reserved or available for future issuance under the 2016 Plan.

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 September 30, 2022, there were 10,120,767 shares of common stock reserved for issuance under the 2022 Plan.

Restricted Common Stock Awards

Unvested early exercise options and stock appreciation rights 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 $0.3 million. 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. As shares of restricted stock vest, the Company reclassifies the liability to common stock and additional paid in capital. As of December 31, 2021, the Company recognized a liability associated with the unvested restricted shares, recording a liability included in accrued expenses of $0.1 million. As of September 30, 2022, all liabilities have been reclassified to common stock and additional paid-in capital as the early exercise option awards became fully vested. The Company did not grant any early exercise options during the three and nine months ended September 30, 2022 and 2021.

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.

Incentive Stock Options and Nonqualified Stock Options

A summary of the Company’s employee and nonemployee stock option activity for the nine months ended September 30, 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		571,050			8.99
Exercised		(1,407,998	)		0.50
Expired/Forfeited		(1,183,166	)		3.91
Outstanding as of September 30, 2022		14,625,028		$	2.16			6.7	$	13,701
Exercisable as of September 30, 2022		9,896,881		$	1.29			6.0	$	11,986
Vested and expected to vest as of September 30, 2022		14,625,028		$	2.16			6.7	$	13,701

During the nine months ended September 30, 2022 and 2021, the estimated weighted-average grant-date fair value of options granted was $3.60 and $2.87 per share, respectively. As of September 30, 2022, there was $10.2 million of unrecognized stock-based compensation expense related to unvested stock options expected to be recognized over a weighted-average period of 2.2 years. The total intrinsic value of options exercised during the nine months ended September 30, 2022 and 2021 was $4.4 million and $2.0 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 nine months ended September 30, 2021.

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

	Shares			Weighted Grant Date Fair Value
Outstanding as of December 31, 2021		—		$	—
Granted		5,256,153		$	2.61
Released		—		$	—
Forfeited		(122,423	)	$	2.81
Outstanding as of September 30, 2022		5,133,730		$	2.60

As of September 30, 2022, there was $11.4 million of unrecognized stock-based compensation expense related to unvested RSUs expected to be recognized over a weighted-average period of 2.6 years. The total intrinsic value of RSUs outstanding at September 30, 2022 was $10.1 million. The Company recognizes forfeitures as they occur.

Performance-based Stock units

During the nine months ended September 30, 2022, the Company granted 123,000 shares of performance-based stock units (“PSUs”) under the 2022 Plan, 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 $0.1 million 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 nine months ended September 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 September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Cost of revenue	$	42	$	53	$	145	$	73
Research and development expense	$	1,269	$	827	$	3,250	$	2,212
Selling, general and administrative expense	$	1,057	$	412	$	2,559	$	1,083
Total stock-based compensation expense	$	2,368	$	1,292	$	5,954	$	3,368

For the three months ended September 30, 2022 and 2021, the Company capitalized $42 thousand and $44 thousand, respectively, of stock-based compensation expense into inventory. For the nine months ended September 30, 2022 and 2021, the Company capitalized $0.1 million and $0.1 million, respectively, of stock-based compensation expense into inventory. During the nine months ended September 30, 2022, the Company recognized additional stock-based compensation expense of $0.3 million as a result of a modification of a cancelled option of a nonemployee. There were no modifications during the three months ended September 30, 2022, or during the three and nine months ended September 30, 2021.

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:

	September 30, 2022			February 10, 2022 (Closing Date)
Current stock price	$	1.96		$	7.99
Expected volatility		79.0	%		77.5	%
Risk-free interest rate		4.25	%		1.80	%
Expected term		2.4 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.

As of September 30, 2022, the balance of the earnout liability was approximately $4.1 million. For the three months ended September 30, 2022, the Company recorded a loss of $1.4 million in the condensed consolidated statement of operations and comprehensive income (loss) for the change in fair value of the earnout liability. For the nine months ended September 30, 2022, the Company recorded a gain of $70.9 million in the condensed consolidated statement of operations and comprehensive income (loss) for the change in fair value of the earnout liability.

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 September 30, 2022 at $0.8 million. For the three months ended September 30, 2022, the Company recorded a loss of $0.1 million in the condensed consolidated statement of operations and comprehensive income (loss) for the change in fair value of the liability. For the nine months ended September 30, 2022, the company recorded a gain of $1.8 million, 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, 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 96,998 warrants were net exercised and subsequently converted into 73,741 shares of common stock.

Note 15. Income Taxes

The Company’s provision for income taxes was $5 thousand for each of the three months ended September 30, 2022 and 2021. The Company’s provision for income taxes was $21 thousand and $16 thousand for the nine months ended September 30, 2022 and 2021, respectively. The Company’s income tax provision for the three and nine months ended September 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 a full valuation allowance that the Company has established against its federal and state deferred tax assets and foreign tax rate differential from U.S. federal statutory rate. The 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, Japan, China, 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.

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 ASU 2016-02, Leases (Topic 842) using the modified retrospective method on January 1, 2022. The most significant impact of the adoption of this standard 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 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 nine months ended September 30, 2022 were as follows (in thousands):

	Three Months Ended September 30, 2022		Nine Months Ended September 30, 2022
Operating lease cost	$	388	$	1,129
Variable lease cost		210		631
Total operating lease cost	$	598	$	1,760

Supplemental cash flow information for the nine months ended September 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	$	1,358
Right of use assets obtained in exchange for lease obligations:
Operating leases	$	1,827

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

	September 30, 2022
Operating lease right-of-use assets:
Operating lease right-of-use assets, current	$	474
Operating lease right-of-use assets, non-current		338
Total operating lease right-of-use assets	$	812
Operating lease liabilities:
Operating lease liabilities, current	$	653
Operating lease liabilities, non-current		297
Total operating lease liabilities	$	950

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

	Amount
Weighted average remaining lease term		1.93
Weighted average discount rate		13.73	%

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

Year Ending December 31,
2022	$	480
2023		253
2024		104
2025		100
Thereafter		148
Total undiscounted lease payments	$	1,085

Present value adjustment for minimum lease commitments		135
Net Lease Liabilities	$	950

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. There are no material accruals for loss contingencies associated with such legal claims, actions or litigation as of September 30, 2022.

Lease Commitment

During the quarter ended September 30, 2022, the Company entered into a new office lease agreement commencing on February 1, 2023 through April 30, 2028. The lease agreement requires an initial security deposit of $2.6 million, payable at 60 days after execution of the lease agreement to be held as restricted cash, and will be reduced over the term of the lease agreement.

Total amounts to be paid under the lease are as follows (in thousands):

Year Ending December 31,
2023	$	2,214
2024		3,034
2025		3,112
2026		3,222
Thereafter		4,159
Total undiscounted lease payments	$	15,741

Note 18. Related Party Transactions

Revenue generated from a certain related party customer and investor was $0.3 million and $1.5 million for the three months ended September 30, 2022 and 2021, respectively. Revenue generated from the same customer and investor was $2.1 million and $2.3 million for the nine months ended September 30, 2022 and 2021, respectively. Accounts receivable from this customer and investor was $0.5 million as of September 30, 2022 and was $0.1 million as of December 31, 2021.

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 nine months ended September 30, 2022 and a net loss position for the three and nine months ended September 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 September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Denominator:
Weighted-average common shares outstanding – Basic		155,689,414		67,199,734		142,744,165		67,000,984
Stock options to purchase common stock and RSUs ⁽¹⁾		—		—		9,304,266		—
Weighted-average common shares outstanding - Diluted		155,689,414		67,199,734		152,048,431		67,000,984

(1)

Includes the weighted average unvested shares subject to repurchase of 7,817 as of the nine months ended September 30, 2022.

The following common stock equivalents were excluded from the computation of diluted net income (loss) per share f