0001498233-23-000018 | 10-K | XBRL Viewer

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Cover Page - USD ($) $ in Millions	12 Months Ended
Cover Page - USD ($) $ in Millions	Dec. 31, 2022	Mar. 01, 2023
Entity Listings [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity Registrant Name	Cepton, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39959
Entity Tax Identification Number	27-2447291
Entity Address, Address Line One	399 West Trimble Road
Entity Address, City or Town	San Jose
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95131
City Area Code	408
Local Phone Number	459-7579
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float	$ 80.2
Entity Common Stock, Shares Outstanding		156,761,170
Entity Central Index Key	0001498233
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false
Common stock, par value $0.00001 per share
Entity Listings [Line Items]
Title of 12(b) Security	Common stock, par value $0.00001 per share
Trading Symbol	CPTN
Security Exchange Name	NASDAQ
Redeemable warrants, exercisable for common stock at an exercise price of $11.50 per share, subject to adjustment
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable warrants, exercisable for common stock at an exercise price of $11.50 per share, subject to adjustment
Trading Symbol	CPTNW
Security Exchange Name	NASDAQ

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2022
Auditor Information [Abstract]
Auditor Name	KPMG LLP
Auditor Location	Santa Clara, California
Auditor Firm ID	185

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 31,953	$ 3,654
Short-term investments	3,703	2,836
Accounts receivable, net of allowance for doubtful accounts of $0 and $0, respectively	1,301	500
Inventories	2,985	2,523
Operating lease right-of-use assets, current	121	0
Prepaid expenses and other current assets	6,151	6,998
Total current assets	46,214	16,511
Property and equipment, net	982	480
Restricted cash	2,565	0
Other assets	555	293
Total assets	50,316	17,284
Current liabilities:
Accounts payable	1,979	2,547
Operating lease liabilities, current	211	0
Accrued expenses and other current liabilities	2,265	2,777
Short-term debt	42,587	0
Total current liabilities	47,042	5,324
Warrant liability	440	0
Earnout liability	920	0
Other long-term liabilities	281	23
Total liabilities	48,683	5,347
Commitments and contingencies (Note 17)
Convertible preferred stock:
Convertible preferred stock – Par value $0.00001 per share – No shares authorized at December 31, 2022; 22,806,009 shares authorized at December 31, 2021; No shares issued and outstanding at December 31, 2022; 21,671,491 shares issued and outstanding at December 31, 2021; aggregate liquidation preference of $96.7 million at December 31, 2021	0	99,470
Stockholders’ equity (deficit):
Preferred stock - Par value $0.00001 per share – 5,000,000 shares authorized at December 31, 2022; No shares authorized at December 31, 2021; No shares issued and outstanding at December 31, 2022 or 2021	0	0
Additional paid-in capital	88,056	7,949
Accumulated other comprehensive income	(366)	(43)
Accumulated deficit	(86,059)	(95,439)
Total stockholders’ equity (deficit)	1,633	(87,533)
Total liabilities, convertible preferred stock and stockholders’ equity (deficit)	50,316	17,284
Common Stock
Stockholders’ equity (deficit):
Common stock	2	0
Class F Stock
Stockholders’ equity (deficit):
Common stock	$ 0	$ 0

Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Accounts receivable, allowance for doubtful accounts	$ 0	$ 0
Convertible preferred stock, par value (in Dollars per share)	$ 0.00001	$ 0.00001
Convertible preferred stock, shares authorized (in shares)	0	22,806,009
Convertible preferred stock, shares issued (in shares)	0
Convertible preferred stock, shares outstanding (in shares)	0	53,078,571
Convertible preferred stock, aggregate liquidation preference		$ 96,700,000
Preferred stock, par value (in Dollars per share)	$ 0.00001	$ 0.00001
Preferred stock, shares authorized (in shares)	5,000,000	0
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
(As Previously Reported)
Convertible preferred stock, shares issued (in shares)		21,671,491
Convertible preferred stock, shares outstanding (in shares)		21,671,491
Common Stock
Common stock, par value (in Dollars per share)	$ 0.00001	$ 0.00001
Common stock, shares authorized (in shares)	350,000,000	75,000,000
Common stock, shares issued (in shares)	156,747,708	67,645,189
Common stock, outstanding (in shares)	156,747,708	67,645,189
Class F Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	0	8,402,000
Common stock, shares issued (in shares)	0	8,372,143
Common stock, outstanding (in shares)	0	8,372,143

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Total revenue	$ 7,426	$ 4,502
Cost of Revenues	7,232	4,394
Gross profit	194	108
Operating expenses:
Research and development	33,013	24,158
Selling, general and administrative	28,629	14,286
Total operating expenses	61,642	38,444
Operating loss	(61,448)	(38,336)
Other income (expense):
Gain on change in fair value of earnout liability	74,078	0
Gain on change in fair value of warrant liability	2,875	0
Foreign currency transaction loss, net	(2,168)	0
(Loss) gain on extinguishment of debt	(958)	1,121
Other expense, net	(472)	(22)
Interest (expense) income, net	(2,511)	15
Income (loss) before income taxes	9,396	(37,222)
Provision for income taxes	(16)	(20)
Net income (loss)	$ 9,380	$ (37,242)
Net income (loss) per share, basic (in Dollars per share)	$ 0.06	$ (0.55)
Net income (loss) per share, diluted (in Dollars per share)	$ 0.06	$ (0.55)
Weighted-average common shares, basic (in shares)	146,917,925	67,139,289
Weighted-average common shares, diluted (in Shares)	155,728,451	67,139,289
Net income (loss)	$ 9,380	$ (37,242)
Other comprehensive loss, net of tax:
Changes in unrealized loss on available-for-sale securities	(6)	(4)
Foreign currency translation adjustments	(317)	(21)
Total other comprehensive loss, net of tax	(323)	(25)
Comprehensive income (loss)	9,057	(37,267)
Lidar sensor and prototype revenue
Revenue	5,616	2,919
Cost of Revenues	6,383	3,952
Development revenue
Revenue	1,810	1,583
Cost of Revenues	$ 849	$ 442

Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Unaudited) - USD ($) $ in Thousands	Total	Trinity Warrants	Cumulative Effect, Period of Adoption, Adjustment	Preferred Stock	Additional Paid-in Capital	Additional Paid-in Capital Trinity Warrants	Accumulated Other Comprehensive Loss	Accumulated Other Comprehensive Loss Cumulative Effect, Period of Adoption, Adjustment	Accumulated Deficit	Common Stock Common Stock	Common Stock Common Stock Trinity Warrants	Common Stock Common Stock SVB Warrants	Class F Stock Common Stock
Beginning balance (in shares) at Dec. 31, 2020	21,671,491
Beginning balance at Dec. 31, 2020	$ 99,470
Increase (Decrease) in Temporary Equity [Roll Forward]
Retroactive application of exchange ratio (in shares)	31,407,080
Ending balance (in shares) at Dec. 31, 2021	53,078,571
Ending balance at Dec. 31, 2021	$ 99,470
Balance (in shares) at Dec. 31, 2020				0						27,184,882			8,372,143
Balance at Dec. 31, 2020	$ (55,929)			$ 0	$ 2,286		$ (18)		$ (58,197)	$ 0			$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Retroactive application of exchange ratio (in shares)										39,397,278			12,133,201
Issuance of common stock upon exercise of stock options (in shares)	879,336									1,063,029
Exercise of stock options	$ 620				620
Stock-based compensation expense	5,043				5,043
Unrealized gain/loss on available-for-sale securities, net of tax	(4)						(4)
Cumulative translation adjustment	(21)		$ (21)					$ (21)
Net income (loss)	(37,242)								(37,242)
Balance (in shares) at Dec. 31, 2021				0						67,645,189			20,505,344
Balance at Dec. 31, 2021	$ (87,533)			$ 0	7,949		(43)		(95,439)	$ 0			$ 0
Increase (Decrease) in Temporary Equity [Roll Forward]
Conversion of convertible preferred stock to common stock (in shares)	(53,078,571)
Conversion of convertible preferred stock to common stock	$ (99,470)
Ending balance (in shares) at Dec. 31, 2022	0
Ending balance at Dec. 31, 2022	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)	1,738,893
Conversion of convertible preferred stock to common stock (in shares)										53,078,571
Conversion of convertible preferred stock to common stock	$ 99,471				99,470					$ 1
Conversion of class F stock to common stock (in shares)										(20,505,344)			(20,505,344)
Reverse recapitalization, net of transaction costs (in shares)										11,845,943
Reverse recapitalization, net of transaction costs	(33,141)				(33,142)					$ 1
Exercise of warrants (in shares)										1,995,631	237,571	146,954
Exercise of warrants	1,110	$ 547			1,110	$ 547
Issuance of common stock to LPC (in shares)										1,292,505
Issuance of common stock to LPC	1,880				1,880
Stock-based compensation expense	8,258				8,258
Unrealized gain/loss on available-for-sale securities, net of tax	(6)						(6)
Capital contribution from Secured Term Loan Agreement	1,984				1,984
Cumulative translation adjustment	(317)		$ (317)					$ (317)
Net income (loss)	9,380								9,380
Balance (in shares) at Dec. 31, 2022				0						156,747,708			0
Balance at Dec. 31, 2022	$ 1,633			$ 0	$ 88,056		$ (366)		$ (86,059)	$ 2			$ 0

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ 9,380	$ (37,242)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	344	210
Stock-based compensation	8,243	4,995
Amortization of right-of-use asset	1,360	0
Amortization, other	1,641	257
Gain on change in fair value of earnout liability	(74,078)	0
Gain on change in fair value of warrant liability	(2,875)	0
Loss on disposal of property and equipment	0	42
Loss (gain) from extinguishment of debt	958	(1,121)
Foreign currency transaction loss, net	2,168	0
Other	181	0
Changes in operating assets and liabilities:
Accounts receivable, net	(801)	(215)
Inventories	(448)	919
Prepaid expenses and other current assets	(1,920)	(5,834)
Other long-term assets	(296)	(199)
Accounts payable	(653)	1,333
Accrued expenses and other current liabilities	99	1,214
Operating lease liabilities	(1,611)	0
Other long-term liabilities	311	(1,118)
Net cash used in operating activities	(57,997)	(36,759)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(760)	(276)
Purchases of short-term investments	(32,368)	(8,455)
Proceeds from sales of short-term investments	8,303	8,514
Proceeds from maturities of short-term investments	23,274	28,900
Net cash (used in) provided by investing activities	(1,551)	28,683
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Business Combination and private offering	76,107	0
Payments of Business Combination and private offering transaction costs	(29,031)	0
Proceeds from issuance of Trinity debt and warrants, net of debt discount	9,724	0
Repayment of Trinity debt	(10,400)	0
Proceeds from issuance of Koito secured term loan	39,442	0
Proceeds from issuance of common stock options	1,008	469
Payment of debt issuance costs	0	(30)
Proceeds from issuance of common stock	1,700	0
Net cash provided by financing activities	88,550	439
Effect of exchange rate changes on cash	1,862	(21)
Net increase (decrease) in cash, cash equivalents and restricted cash	30,864	(7,658)
Cash, cash equivalents and restricted cash, beginning of period	3,654	11,312
Cash, cash equivalents and restricted cash, end of period	34,518	3,654
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest	983	0
Cash paid for income taxes	24	2
Business Combination transaction costs, accrued but not paid	0	1,629
Transaction costs, accrued but not paid	307	0
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION
Purchases of property and equipment in accounts payable	85	0
Vesting of early exercised stock options	101	151
Right-of-use assets obtained in exchange for new operating lease liabilities upon accounting standard adoption	$ 1,827	$ 0

Description of Business and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Description of Business and Summary of Significant Accounting Policies

Description of Business

Cepton, Inc., and its wholly owned subsidiaries, formerly known as Growth Capital Acquisition Corp., 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, following which its shares began trading on the Nasdaq National Market. On August 4, 2021, GCAC entered into a Business Combination Agreement with Cepton Technologies, Inc. and GCAC Merger Sub Inc., a wholly owned subsidiary of GCAC. On February 10, 2022, the transactions contemplated by the Merger Agreement 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 consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of the Company’s wholly owned subsidiaries in Canada, Germany, Japan, China and the United Kingdom. All intercompany balances and transactions have been eliminated in consolidation.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of December 31, 2022, the Company had cash and cash equivalents of $32.0 million, short-term investment of $3.7 million, and an accumulated deficit of $86.1 million. For the year ended December 31, 2022, the Company incurred an operating loss of $61.4 million and had negative cash flows from operating activities of $58.0 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 it received through the Business Combination, PIPE Investment, and private placements of the Legacy Cepton convertible preferred stock. Failure to generate sufficient revenues, achieve planned gross margins and operating profitability, control operating costs, or secure additional funding may require the Company to modify, delay, or abandon some of its planned future expansion or development, or to otherwise enact operating cost reductions available to management, which could have a material adverse effect on the Company’s business, operating results, financial condition, and ability to achieve its intended business objectives. For further information regarding the Company’s financing activities, see Note 21 to the consolidated financial statements.

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 December 31, 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:


	Year Ended December 31,
	2022		2021
Customer A	43	%	68	%
Customer B	20	%	2	%
Customer C	12	%	—	%

Supplier Concentrations

For the year ended December 31, 2022, one supplier vendor accounted for approximately 31% of total accounts payable. For the year ended December 31, 2021, there were no supplier vendors that accounted for a significant portion of accounts payable.

Use of Estimates

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

Reclassifications

Certain reclassifications have been made to prior-period amounts to conform to current-period reporting classifications.

Cash Equivalents and Short-Term Investments

The Company considers all highly liquid investments with original maturity of three months or less at the date of purchase to be cash equivalents.

The Company’s short-term investments consist of investments and marketable securities that are classified as available-for-sale securities and are carried at fair value, with net unrealized gains or losses, net of tax, reported as a separate component of accumulated other comprehensive loss within stockholders’ deficit.

Restricted Cash

Restricted cash of $2.6 million as of December 31, 2022 consists of funds that are contractually restricted as to usage or withdrawal due to a contractual agreement. This restricted cash balance represents a letter of credit with Citibank, N.A. as a security deposit on its headquarters in San Jose, California, pursuant to a new office lease agreement that commenced on February 1, 2023 and continues through April 30, 2028. See Note 17 for further information.

The Company determines current or non-current classification of restricted cash based on the expected duration of the restriction.

The total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows consisted of the following as of December 31, 2022 and 2021 (in thousands):


	December 31,
	2022		2021
Cash and cash equivalents	$	31,953	$	3,654
Restricted cash	2,565		—
Total cash, cash equivalents and restricted cash	$	34,518	$	3,654

Accounts Receivable

Trade accounts receivable are recorded at the invoiced amount, net of any allowance for doubtful accounts, and do not bear interest. Allowances on accounts receivable are recorded when circumstances indicate collection is doubtful for a particular accounts receivable balance. Receivables are written off if reasonable collection efforts prove unsuccessful. The Company provides for allowances on a specific account basis. As of December 31, 2022, and 2021, the allowance for doubtful accounts was immaterial.

Inventories

Inventories are stated at the lower of cost or estimated net realizable value. Costs are computed under the standard cost method, which approximates actual costs determined on the first-in, first-out basis. The Company records write-downs of inventories which are obsolete based on product life cycle stage, product development plans, and assumptions about future demand and market conditions.

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation and amortization. The Company depreciates property and equipment using the straight-line method over the estimated useful lives of the assets, generally three to seven years. Leasehold improvements are amortized over the shorter of the asset’s useful life or the remaining lease term. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation and amortization are removed from the balance sheet and the resulting gain or loss is reflected in operations in the period realized. Improvements are capitalized and amortized over the remaining term of the estimated useful life of the asset. Maintenance and repairs are charged to operations as incurred.

Foreign Currency

The functional currency of the Company’s foreign subsidiaries in Canada, Germany, China, and Japan is the respective local currency whereas the functional currency of the foreign subsidiary in the United Kingdom is the U.S. dollar. For the Canada, Germany, China and Japan entities, assets and liabilities are translated into U.S. dollars at the local current exchange rates in effect at the balance sheet date, and income and expense accounts are translated at the average exchange rates during the period. The resulting translation adjustments are included in accumulated other comprehensive income. Foreign currency translation loss was immaterial for the years ended December 31, 2022 and 2021.

As of December 31, 2022, a portion of the Company’s cash and cash equivalents was denominated in Japanese Yen. In addition, borrowings under the Secured Term Loan Agreement (as defined below) were also denominated in Japanese Yen. Monetary assets and liabilities are measuring into U.S. dollars at the local current exchange rates in effect at the balance sheet date. For the year ended December 31, 2022, a net $2.2 million foreign currency transaction loss was recorded in the Company’s consolidated statements of operation.

Convertible Preferred Stock

The Company records all shares of convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs, if applicable. The convertible preferred stock is recorded outside of permanent stockholders’ equity (deficit) because while it is not mandatorily redeemable, it is contingently redeemable into cash upon the occurrence of an event not solely within the Company’s control. When it is probable that a convertible preferred share will become redeemable, adjustments are recorded to adjust the carrying values. No adjustments were recorded for the year ended December 31, 2021. Refer to Note 10 for more information on the rights, preferences, privileges, and restrictions associated with the convertible preferred stock.

Revenue Recognition

The Company recognizes revenue from contracts with its customers. A contract with a customer exists when both parties have approved the contract and are committed to perform their respective obligations, each party’s rights can be identified, payment terms can be identified, the contract has commercial substance, and it is probable that the Company will collect substantially all of the consideration it is entitled to. Revenue is recognized when, or as, performance obligations are satisfied by transferring control of a promised product or service to a customer.

The Company’s revenue is primarily derived from product sales of lidar sensors to direct customers. Revenue is recognized at a point in time when control of the products is transferred to the customer, generally occurring upon shipment in accordance with the terms of the related contract. Amounts billed to customers for shipping and handling are included in the transaction price and are not treated as separate performance obligations as these costs fulfill a promise to transfer the product to the customer. Shipping and handling costs paid by the Company are included in cost of revenue. Taxes collected from customers and remitted to governmental authorities are excluded from revenue on the net basis of accounting.

When a contract involves multiple promises, the Company accounts for individual performance obligations if the customer can benefit from each promise on its own or with other resources that are readily available to the customer and each promise is separately identifiable from other promises in the arrangement. In these situations, the arrangement consideration is allocated between the separate performance obligations in proportion to their estimated standalone selling price. The standalone selling price reflects the price the Company would charge for a specific product if it were sold separately in similar circumstances and to similar customers. If the selling price is not directly observable, the Company may estimate the stand-alone selling price through maximizing the use of observable inputs such as historical discounting, project cost estimates, and targeted margins.

Costs to obtain a contract

The Company generally expenses the incremental costs of obtaining a contract when incurred because the amortization period for these costs would be less than one year. These costs primarily relate to sales commissions and are recognized upon receiving customer payment, at the time of the customer order, or at the time of product shipment. Commission expense were immaterial for the years ended December 31, 2022 and 2021, which was recorded in selling, general and administrative expense in the Company’s consolidated statements of operations.

Contract balances

The timing of revenue recognition, billings, and cash collections generally results in accounts receivable recognized on the balance sheet. However, the Company may recognize contract liabilities when consideration is received from a customer prior to transferring goods or services to the customer. Contract liabilities are recognized as revenue after control of the products or services is transferred to the customer and all revenue recognition criteria have been met.

Customer deposits

The Company may recognize customer deposit liabilities when consideration is received from a customer prior to entering into a contract. Customer deposit liabilities are recognized as revenue when a contract with enforceable rights and obligations exists and all revenue recognition criteria have been met.

Right of return

The Company’s general terms and conditions for its contracts do not contain a right of return that allows the customer to return products and receive a credit. Therefore, the Company does not estimate returns and generally recognizes revenue upon shipment.

Significant financing components

The Company may receive payment from a customer either before or after the performance obligation has been satisfied. The expected timing difference between the payment and satisfaction of performance obligations for the vast majority of the Company’s contracts is one year or less; therefore, the Company applies a practical expedient and does not consider the effects of the time value of money. The Company’s contracts with customer prepayment terms do not include a significant financing component because the primary purpose is not to receive financing from the customers.

Cost of Revenue

Cost of revenue is comprised of Lidar Sensor and Prototype Revenue and Development Cost of Revenue. Lidar Sensor and Prototype cost of revenue includes the manufacturing cost of lidar sensors, which primarily consists of personnel-related costs directly associated with the Company’s manufacturing organization, and amounts paid to its third-party contract manufacturers and vendors. The Company’s cost of revenue also includes depreciation and amortization, cost of component inventory, product testing costs, costs of providing services, an allocated portion of overhead, facility and IT costs, warranty costs, excess and obsolete inventory and shipping costs. Development Cost of Revenue includes similar costs and specifically relates to development contracts and arrangements focused on specific development and customization of lidar capabilities.

Product Warranties

The Company typically provides a one-year warranty on its products. Estimated future warranty costs are accrued and charged to cost of goods sold in the period that the related revenue is recognized. These estimates are derived from historical data and trends of product reliability and costs of repairing and replacing defective products. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Through December 31, 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.

Research and Development

Research and development expenses consist primarily of personnel-related costs directly associated with the Company’s research and development organization, with the remainder being prototype expenses, third-party engineering and contractor costs, an allocated portion of facility and IT costs and depreciation. The Company’s research and development efforts are focused on enhancing and developing additional functionality for its existing products and on new product development, including new releases and upgrades to its lidar sensors and embedded software. Research and development costs are expensed as incurred.

Advertising

Advertising costs are expensed as incurred and were $0.4 million and $0.2 million for the years ended December 31, 2022 and 2021, respectively, which was recorded in selling, general and administrative expense in the Company’s consolidated statements of operations.

Income Taxes

The Company accounts for income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are recorded based on the estimated future tax effects of differences between the financial statement and income tax basis of existing assets and liabilities. Deferred income tax assets and liabilities are recorded net and classified as non-current on the consolidated balance sheet. A valuation allowance is provided against the Company’s deferred income tax assets when their realization is not reasonably assured. The Company accrues for uncertain tax positions identified, which are not deemed more likely than not to be sustained if challenged, and recognizes interest and penalties accrued on unrecognized tax benefits as a component of income tax expense.

Stock-Based Compensation Expense

The Company grants stock options, restricted stock units (RSUs), and performance-based stock units (PSUs) to employees and non-employees. Stock-based compensation is recognized on a straight line basis over the requisite service period, which is generally the vesting period of the award except as otherwise disclosed.

The Company uses the Black-Scholes option pricing model to determine the fair value of its stock option awards. The determination of the fair value for stock options in connection with determining stock compensation requires judgment, including estimating the fair market value of common stock (prior to Business Combination), stock-price volatility, expected term, expected dividends, and risk-free interest rates. Prior to the Business Combination with the absence of a public trading market, the Company considered numerous objective and subjective factors to determine the fair market value of common stock. These factors included but were not limited to (i) contemporaneous third-party valuations of common stock; (ii) the rights and preferences of preferred stock relative to common stock; (iii) the lack of marketability of common stock; (iv) developments in the business; and (v) the likelihood of achieving a liquidity event, such as an initial

public offering or sale of the Company, given prevailing market conditions. After the Business Combination, the fair market value of common stock is readily available.

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

Stock options for all periods prior to the Business Combination have been retroactively restated to give effect to the recapitalization.

Impairment of Long-Lived Assets

Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require the testing of a long-lived asset or asset group for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined using various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. No impairment loss was recognized for the years ended December 31, 2022 and 2021.

Fair Value Measurements

The Company determines the fair value of an asset or liability based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction between market participants at the measurement date. The identification of market participant assumptions provides a basis for determining what inputs are to be used for pricing each asset or liability.

A fair value hierarchy has been established which gives precedence to fair value measurements calculated using observable inputs over those using unobservable inputs. This hierarchy prioritized the inputs into three broad levels as follows:

Level 1:Quoted prices in active markets for identical instruments

Level 2:Other significant observable inputs (including quoted prices in active markets for similar instruments)

Level 3:Significant unobservable inputs (including assumptions in determining the fair value of certain investments)

Money market funds are highly liquid investments and are actively traded. The pricing information for the Company’s money market funds are readily available and can be independently validated as of the measurement date. This approach results in the classification of these securities as Level 1 of the fair value hierarchy. The Company’s short-term investments consisting of U.S. government agency securities and corporate debt securities are classified as Level 2 within the fair value hierarchy given their fair values are based on other significant observable inputs. As of December 31, 2022, the Company held $10.4 million in money market funds and $3.7 million in short-term investments. As of December 31, 2021, the Company held $0.9 million in money market funds and $2.8 million in short-term investments.

Commitments and Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount within a range of loss can be reasonably estimated. When no amount within the range is a better estimate than any other amount, the Company accrues for the minimum amount within the range. Legal costs incurred in connection with loss contingencies are expensed as incurred. No liabilities for loss contingencies were accrued as of December 31, 2022 and 2021.

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 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 using the modified retrospective method, and the adoption did not have a material impact on its 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 U.S. GAAP. The Company adopted this standard beginning January 1, 2022 prospectively, and the adoption did not have a material impact on its 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 the modified retrospective method 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.

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 adopted this standard on January 1, 2023 using the modified retrospective method, and the adoption of the standard is not expected to have any material impacts to its consolidated financial statements and related disclosures.

Recently Issued Accounting Pronouncements

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Equity Securities Subject to Contractual Sale Restrictions, which clarifies how the fair value of equity securities subject to contractual sale restrictions is determined (Topic 820). The amendment clarifies that a contractual sale restriction should not be considered in measuring fair value. It also requires certain qualitative and quantitative disclosures related to equity securities subject to contractual sale restrictions. As the Company is an emerging growth company, the standard will be effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the potential impact on its consolidated financial statements and related disclosures from the adoption of this standard.

Business Combination

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

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 (as 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 $31.7 million in connection with the Business Combination and the related equity issuance, consisting primarily of investment banking, legal, accounting, and other professional fees, which were recorded to additional paid-in capital as a reduction of proceeds. An approximate additional $2.6 million of transaction costs were recorded in general and administrative expense related to the liability classified instruments assumed subsequent to the Business Combination. 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 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 consolidated statements of cash flows and the consolidated statement of changes in stockholders’ equity (deficit) for the period ended December 31, 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	(31,663)
Net proceeds from the Business Combination	44,444
Less: Private Placement Warrants assumed	(2,588)
Less: Earnout liability assumed	(74,998)
Reverse recapitalization, net	(33,142)
Add: Private Placement Warrants assumed	2,588
Add: Earnout liability assumed	74,998
Add: Transaction costs recorded to general and administrative expense	2,632
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).

Revenue

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue

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


	Year Ended December 31,
	2022				2021
	Revenue		% of Revenue		Revenue		% of Revenue
Revenue by country of domicile:
Japan	$	3,948	53	%	$	3,404	75	%
United States	2,400		32	%	699		16	%
China	880		12	%	15		—	%
Other	198		3	%	384		9	%
Total	$	7,426	100	%	$	4,502	100	%

As of December 31, 2022 and 2021, the Company had $0.5 million and $0.3 million, respectively, of contract liabilities included in accrued expenses and other current liabilities 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Fair Value Measurement

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurement

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


	December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market fund	$	10,437	$	—	$	—	$	10,437
Total cash equivalents	$	10,437	$	—	$	—	$	10,437
Short-term investments:
U.S. government agency securities	$	—	$	2,493	$	—	$	2,493
Corporate debt securities	—		1,210		—		1,210
Total short-term investments	—		3,703		—		3,703
Total assets measured at fair value	$	10,437	$	3,703	$	—	$	14,140

Liabilities:
Warrant liability	$	—	$	440	$	—	$	440
Earnout liability	—		—		920		920
Total liabilities measured at fair value	$	—	$	440	$	920	$	1,360


	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 consolidated balance sheets. For corporate debt securities, the fair value as of December 31, 2022 and 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 under warrant liability.

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

Changes in Level 3 liabilities related to earnout liability measured at fair value for the year ended December 31, 2022 (in thousands):


	Year Ended December 31, 2022
Balance as of December 31, 2021	$	—
Earnout liability assumed at the Closing of Business Combination	74,998
Gain on change in fair value of earnout liability	(74,078)
Balance as of December 31, 2022	$	920

The gain on change in the fair value of the earnout liability was shown in the consolidated statement of operations and comprehensive income (loss).

- 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

12 Months Ended

Dec. 31, 2022

Inventory Disclosure [Abstract]

Inventories

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


	December 31,
	2022		2021
Raw materials	$	1,179	$	891
Work-in-process	1,141		518
Finished goods	665		1,114
Total inventories	$	2,985	$	2,523

Inventories are carried and depicted above at the lower of cost or net realizable value. For the years ended December 31, 2022 and 2021, the Company had write-downs of $0.4 million and $0.9 million, respectively.

Prepaid expenses and other current assets

12 Months Ended

Dec. 31, 2022

Prepaid Expense and Other Assets, Current [Abstract]

Prepaid expenses and other current assets

Prepaid expense and other current assets

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


	December 31,
	2022		2021
Prepaid insurance	$	2,533	$	162
Other prepaid expenses	1,376		1,153
Deferred transaction costs	993		4,688
Payroll tax receivable	865		980
Other current assets	384		15
Total prepaid expense and other current assets	$	6,151	$	6,998

Property and Equipment, Net

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

Property and equipment, at cost, consists of the following as of December 31, 2022 and 2021 (in thousands):


	December 31,
	2022		2021
Machinery and equipment	$	1,445	$	698
Automobiles	101		101
Leasehold improvements	189		120
Computer and equipment	116		87
Total property and equipment	1,851		1,006
Less: accumulated depreciation and amortization	(869)		(526)
Total property and equipment, net	$	982	$	480

The aggregate depreciation and amortization related to property and equipment was $0.3 million and $0.2 million for the years ended December 31, 2022 and 2021, respectively.There were no disposals of property and equipment during the year ended December 31, 2022. For the year ended December 31, 2021, the Company disposed of office furniture and leasehold improvements pursuant to its relocation to a new office space. Most of the assets were fully depreciated and as a result, the disposal resulted in an immaterial loss. The loss is included in other income (expense), net within the consolidated statement of operations and comprehensive income (loss).

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2022

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following as of December 31, 2022 and 2021 (in thousands):


	December 31,
	2022		2021
Accrued payroll	$	1,300	$	826
Accrued expenses and taxes	375		1,151
Deferred revenue	525		308
Warranty reserve	65		18
Deferred rent	—		373
Accrued unvested option liability	—		101
Total accrued expenses and other current liabilities	$	2,265	$	2,777

Debt	12 Months Ended
Debt	Dec. 31, 2022
Debt Disclosure [Abstract]
Debt	Debt 2020 Promissory Note On April 24, 2020, the Company entered into a promissory note (the “Promissory Note”) with JPMorgan Chase Bank, N.A. that provided for a PPP Loan in the amount of $1,120,000 pursuant to the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act. The PPP Loan had a maturity date of April 24, 2022 and had a fixed interest rate of 0.98% per annum. Monthly amortized principal and interest payments were to be deferred to either (1) the date that U.S. Small Business Administration remits the borrower’s loan forgiveness amount to the lender or (2) if the borrower does not apply for loan forgiveness, 10 months after the end of the borrower’s loan forgiveness covered period. The entirety of the loan was eligible for forgiveness to the extent it was used towards qualifying expenses as described in the CARES Act. On August 25, 2021, the Company received notice from the U.S. Small Business Association that the entire PPP Loan balance and accrued interest were forgiven in full on such date. The Company recorded the loan forgiveness as a gain on extinguishment of debt in the Company’s consolidated statement of operations and comprehensive income (loss) during the year ended December 31, 2021. Trinity Loan Agreement On January 4, 2022, Legacy Cepton entered into a loan and security agreement and subsequent amendments (“Trinity Loan Agreement”) with Trinity Capital Inc. (“Trinity”) to borrow up to $25.0 million through January 1, 2023 at a floating per annum rate equal to the greater of (i) 10.75% or (ii) the prime rate plus 7.0%. The loan had a maturity date of February 1, 2026. In connection with the Trinity Loan Agreement, Legacy Cepton issued a warrant to purchase 96,998 shares of common stock with an exercise price of $16.89 per share (see Note 14). Legacy Cepton accounted for the issuance of the warrant as a commitment fee asset recorded in prepaid expenses and other current assets in the consolidated balance sheet. The fair value of the warrant was estimated to be $1.3 million on the date of issuance. On January 4, 2022, Legacy Cepton borrowed $10.0 million under the agreement, incurring $0.3 million in transaction costs which were accounted for as a debt discount. Legacy Cepton also recognized a pro rata portion of the warrant fair value as a debt discount related to the $10.0 million loan. Amortization of debt discounts, in accordance with the effective interest method, are recorded as interest expense in the accompanying consolidated statement of operations and comprehensive income (loss). Obligations under the Trinity Loan Agreement were secured by interest in substantially all of the Company’s assets. The agreement contained customary affirmative and negative covenants. For the year ended December 31, 2022, the Company recognized $2.0 million in interest expense in connection with the borrowings under the Trinity Loan Agreement. On November 7, 2022, the Company repaid all outstanding principal and accrued interest under and terminated the Trinity Loan Agreement including a 1.5% prepayment penalty and 2.5% end of term payment. The Company recorded a $1.0 million loss on extinguishment of debt during the year ended December 31, 2022. Secured Term Loan Agreement - Koito On October 27, 2022, the Company entered into an Investment Agreement (the “Investment Agreement”) with Koito (See Note 10). Concurrently with the execution of the Investment Agreement, the Company entered into a Secured Term Loan Agreement with Koito to borrow Japanese Yen ¥5.8 billion (approximately $39.4 million) (the “Secured Term Loan Agreement”). The loan accrued interest at a rate equal to 1.0% per annum and was payable at maturity. The Secured Term Loan Agreement entered into with Koito was a related party transaction issued at a below market interest rate. To reflect what a similar debt instrument would be issued at with a market interest rate, the Company recorded a $2.0 million debt discount accounted for as a capital contribution within additional paid-in capital in the consolidated balance sheet as of December 31, 2022. Amortization of the debt discount, in accordance with the effective interest method, was recorded as interest expense in the accompanying consolidated statement of operations and comprehensive income (loss). The loan was set to mature on the earlier of three business days after the closing of the transactions contemplated by the Investment Agreement and the date on which the Investment Agreement is terminated in accordance with its terms. On November 7, 2022, the Company borrowed ¥5.8 billion (approximately $39.4 million) under the Secured Term Loan Agreement. Obligations under the Secured Term Loan Agreement were secured by interest in substantially all of the Company’s assets, including all patents. The agreement contained customary affirmative and negative covenants. On January 24, 2023, the Company repaid all outstanding principal and accrued interest under the Secured Term Loan Agreement. For the year ended December 31, 2022, the Company recognized $0.8 million in interest expense in connection with the borrowings under the Secured Term Loan Agreement. Additionally, the Company recognized a $4.3 million foreign currency transaction loss on remeasurement using the applicable exchange rate on December 31, 2022.

- 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

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+ Details

Convertible Preferred Stock

12 Months Ended

Dec. 31, 2022

Temporary Equity [Abstract]

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.

On October 27, 2022, the Company entered into an Investment Agreement (the “Investment Agreement”) with Koito pursuant to which, among other things, at the closing of the transactions, and based on the terms and subject to the conditions set forth therein, the Company issued and sold to Koito, 100,000 shares of Convertible Preferred Stock, par value $0.00001 per share (the “Preferred Stock”), for a purchase price of $100.0 million. The issuance and sale of the Preferred Stock and related matters were approved by the Company’s stockholders on January 11, 2023, and the Preferred Stock issued to Koito on January 19, 2023. The Preferred Stock will be convertible, beginning on January 19, 2024, into shares of the Company’s common stock at an approximate initial conversion price of $2.585 per share (subject to

adjustment). At the Company’s election, the Preferred Stock carries a 4.25% per annum dividend if paid in kind or a 3.25% per annum dividend if paid in cash, in each case paid in arrears. See Note 21 for further information.

Stockholders’ Equity (Deficit)	12 Months Ended
Stockholders’ Equity (Deficit)	Dec. 31, 2022
Stockholders' Equity Note [Abstract]
Stockholders’ Equity (Deficit)	Stockholders’ Equity (Deficit) Common Stock Holders of common stock were entitled to one vote per share, and to receive dividends when, as and if declared by the board of directors, and, upon liquidation or dissolution, were entitled to receive all assets available for distribution to stockholders. The holders had no preemptive or other subscription rights and there were no redemption or sinking fund provisions with respect to such shares. 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 December 31, 2022, the Company had authorized 350,000,000 shares of common stock, each with a par value of $0.00001. As of December 31, 2022, there were 156,747,708 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. During the year ended December 31, 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 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.

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+ Details

Stock-Based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

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 December 31, 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 expired, the number of shares underlying such cancelled, terminated or expired awards will be made available for issuance under the 2022 Plan. The share limit shall automatically increase on the first trading day in January of every calendar year during the term of the 2022 Plan, by an amount equal to the lesser of (i) two percent (2%) of the total number of shares of common stock issued and outstanding on December 31 of the immediately preceding calendar year or (ii) such number of shares of common stock as may be established by the board of directors. As of December 31, 2022, there were 10,396,800 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 December 31, 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 years ended December 31, 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

Stock options generally vest over four years, subject to a service condition, with 25% of the awarded stock options vesting on the first anniversary of the grant date and the remaining 75% vesting monthly over the remaining 36 months. The options expire 10 years from grant date.

A summary of the Company’s employee and nonemployee stock option activity for the years ended December 31, 2022 and 2021 is presented below:


	Option shares	Weighted Average Exercise Price		Weighted Average Remaining Contract Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2020 (as previously reported)	5,221,283	$	1.43	7.6	$	8,550
Retroactive application of Exchange Ratio	7,566,865	(0.85)
Outstanding as of December 31, 2020	12,788,148	0.58
Granted	5,926,340	4.82
Exercised	(879,336)	0.53
Expired/Forfeited	(1,190,010)	2.71
Outstanding as of December 31, 2021	16,645,142	$	1.91	7.5	$	126,591
Granted	681,050	7.80
Exercised	(1,738,893)	0.58
Expired/Forfeited	(1,325,315)	4.16
Outstanding as of December 31, 2022	14,261,984	$	2.14	6.5	$	6,486
Exercisable, December 31, 2022	10,102,683	$	1.40	5.9	$	6,197
Vested and expected to vest as of December 31, 2022	14,261,984	$	2.14	6.5	$	6,486

For the years ended December 31, 2022 and 2021, the estimated weighted-average grant-date fair value of options granted was $3.15 and $3.02 per share, respectively. As of December 31, 2022 and 2021, there was $9.0 million and $14.5 million of unrecognized stock-based compensation expense related to unvested stock options expected to be recognized over a weighted-average period of 2.0 years and 2.72 years, respectively. The total intrinsic value of options exercised during the years ended December 31, 2022 and 2021 was $4.8 million and $3.9 million, respectively. The Company recognizes forfeitures as they occur.

The Company estimates the fair value of its options on grant date using the Black-Scholes option-pricing model, which requires the input of subjective assumptions, including the expected stock price volatility over the expected term of the options, expected term of the options, the risk-free interest rate for the expected term of the options, and expected dividends.

Stock price: The grant date fair value of the common stock, prior to the closing of the Business Combination was determined using valuation methodologies that utilize certain assumptions, including probability weighting of events, volatility, time to liquidation, risk-free interest rate, and an assumption for a discount for lack of marketability. Subsequent to the Business Combination, the grant date fair value of the common stock is the publicly traded closing price as reported on Nasdaq.

Expected Volatility: Expected volatility was estimated based on the average historical volatility of comparable companies’ stock, as the Company does not have a sufficient trading history to determine historical volatility.

Risk-Free Interest Rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of issuance for zero-coupon U.S. Treasury notes with maturities corresponding to the expected terms of the options.

Expected Term: The expected term of options granted is based on the expected life of the stock options, giving consideration to the contractual terms and vesting schedules. Prior to the Business Combination, the expected term of the

options was estimated using the simplified method because the Company did not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term for options.

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

The weighted average assumptions used in the Black-Scholes option-pricing model for stock options for the years ended December 31, 2022 and 2021, were as follows:


	Year Ended December 31,
	2022		2021
Stock price	$1.47 - $9.40		$1.71 - $8.37
Expected volatility	39 - 41%		60 - 70%
Risk-free interest rate	1.79 - 3.98%		0.72 - 1.34%
Expected term	5.92 - 6 years		6.25 years
Expected dividend yield	0	%	0	%

Restricted Stock Units

The Company granted RSUs under the 2022 Plan. Each RSU granted under the 2022 Plan represents a right to receive one share of the Company’s common stock when the RSU vests. RSUs generally vest over a period of one to four years, subject to 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 year ended December 31, 2021.

A summary of the Company’s RSU activity for the year ended December 31, 2022 is presented below:


	RSU Shares	Weighted Grant Date Fair Value
Outstanding as of December 31, 2021	—	$	—
Granted	5,371,153	$	2.56
Released	(181,154)	$	2.31
Forfeited	(481,307)	$	2.61
Outstanding as of December 31, 2022	4,708,692	$	2.57

As of December 31, 2022, there was $9.3 million of unrecognized stock-based compensation expense related to unvested RSUs expected to be recognized over a weighted-average period of 2.3 years. The total intrinsic value of RSUs outstanding at December 31, 2022 was $6.0 million. The Company recognizes forfeitures as they occur.

Performance-based Stock units

For the year ended December 31, 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 price of the Company’s common stock 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 price of the Company’s common stock 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.

The weighted-average fair value of the PSUs was determined using the Monte Carlo simulation model incorporating the following weighted-average assumptions as of grant date on May 3, 2022:


Grant date stock price	$	2.98
Expected volatility	74.0		%
Risk-free interest rate	2.90		%
Expected term	2.8 years
Expected dividend yield	0		%

Stock-Based Compensation

For the years ended December 31, 2022 and 2021, the Company recorded stock-based compensation expense related to options granted to employees and nonemployees as follows (in thousands):


	Year Ended December 31,
	2022		2021
Cost of revenue	$	165	$	83
Research and development expense	4,400		3,010
Selling, general and administrative expense	3,678		1,902
Total stock-based compensation expense	$	8,243	$	4,995

For the years ended December 31, 2022 and 2021, the Company capitalized $0.2 million and $0.1 million, respectively, of stock-based compensation expense into inventory. For the year ended December 31, 2022, the Company recognized additional stock-based compensation expense of $0.4 million as a result of modification related to a cancelled option and accelerated RSUs. There were no modifications during the year ended December 31, 2021.

Earnout Liability

12 Months Ended

Dec. 31, 2022

Disclosure Of Earnout Liability [Abstract]

Earnout Liability

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


(a)			If the closing share price of the Company’s common stock equals or exceeds $15.00 per share for any 20 trading days within any consecutive 30-trading day period that occurs after February 10, 2022 and on or prior to February 10, 2025, then, the Company will issue to each holder of common stock that is entitled to Earnout Shares a number of shares of common stock equal to such holder’s pro rata portion of 7,000,000 shares.


(b)			If the closing share price of the Company’s common stock equals or exceeds $17.50 per share for any 20 trading days within any consecutive 30-trading day period that occurs after February 10, 2022 and on or prior to February 10, 2025, the Company will issue to each holder of common stock that is entitled to Earnout Shares a number of shares of common stock equal to such holder’s pro rata portion of 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 consolidated balance sheet at fair value and will recognize subsequent changes in fair value in earnings at each reporting date. The fair value of the earnout liability was determined using a Monte Carlo valuation model that utilizes significant assumptions, including expected volatility, expected term, and risk-free rate, to determine the probability of achieving the common share price milestones.

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


	December 31, 2022			February 10, 2022 (Closing Date)
Stock price	$	1.27		$	7.99
Expected volatility	79.0		%	77.5		%
Risk-free interest rate	4.42		%	1.80		%
Expected term	2.1 years			3.0 years
Expected dividend yield	0		%	0		%

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

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

Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of issuance for zero-coupon U.S. Treasury notes with maturities corresponding to the expected 3-year term of the earnout period.

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

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

On February 10, 2022 upon the closing of the Business Combination, the earnout liability assumed was $75.0 million. For the year ended December 31, 2022, the Company recorded a gain of $74.1 million in the consolidated statement of operations and comprehensive income (loss) for the change in fair value of the earnout liability. As of December 31, 2022, the balance of the earnout liability was approximately $0.9 million.

Warrants	12 Months Ended
Warrants	Dec. 31, 2022
Warrants [Abstract]
Warrants	Warrants Common Stock Warrants Assumed in Business Combination As part of GCAC’s initial public offering, 8,625,000 Public Warrants were sold. 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 on February 10, 2027, 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 are non-redeemable so long as they are held by the initial purchasers or such purchaser’s permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company concluded the Private Placement Warrants meet the criteria for liability classification due to the existence of a settlement provision that adjusts the settlement amount based on who the holder of the warrant is (i.e., permitted vs. non-permitted transferees). This provision causes the Private Placement Warrants to not be indexed to the Company’s own shares, resulting in liability classification. Upon consummation of the Business Combination, the fair value of the Private Placement Warrants was recorded at a value of approximately $2.6 million. The fair value of the Private Placement Warrants was remeasured on December 31, 2022 at $0.4 million. For the year ended December 31, 2022, the Company recorded a gain of $2.1 million in the consolidated statement of operations and comprehensive income (loss) for the change in fair value of the liability. Common Stock Warrants Issued with Borrowings In August 2019, Legacy Cepton entered into a loan and security agreement (“2019 Loan Agreement”) with Silicon Valley Bank (“SVB”) that allowed for borrowings of up to $5.0 million under a term loan through July 31, 2020. 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. For the year ended December 31, 2022, the Company recorded a gain of $0.7 million in the consolidated statement of operations and comprehensive income (loss).

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

Income (loss) before income taxes consisted of the following (in thousands):


	Year Ended December 31,
	2022		2021
Domestic	$	9,620	$	(37,291)
Foreign	(224)		69
Income (loss) before income taxes	$	9,396	$	(37,222)

Provision for income taxes consisted of the following (in thousands):


	Year Ended December 31,
	2022		2021
Current:
Federal	$	—	$	—
State	—		4
Foreign	16		16
Total Current	16		20

Deferred:
Federal	—		—
State	—		—
Foreign	—		—
Total Deferred	—		—
Provision for income taxes	$	16	$	20

The effective tax rate of the Company's provision for income taxes differs from the federal statutory rate as follows:


	Year Ended December 31,
	2022		2021
U.S. federal provision (benefit) at statutory rate	21.0	%	21.0	%
State taxes, net of federal benefit	(19.4)		—
Other permanent items	(0.8)		0.6
Stock-based compensation	4.4		(2.0)
Research and development credits	(8.3)		2.0
Transaction costs	(8.2)		—
Change in valuation allowance	183.5		(21.7)
Remeasurement of earnout liability	(172.1)		—
Effective tax rate	0.2	%	(0.1)	%

For the year ended December 31, 2022, the difference in the Company’s effective tax rate and the U.S. federal statutory tax rate was primarily due to remeasurement of earnout liability, transaction costs, and the Company’s full valuation allowance on its U.S. deferred tax assets. For the year ended December 31, 2021, the difference in the Company’s effective tax rate and the U.S. federal statutory tax rate was primarily due to the Company’s full valuation allowance on its U.S. deferred tax assets.

The Company’s deferred income tax assets and liabilities as of December 31, 2022 and 2021 were as follows (in thousands):


	December 31,
	2022		2021
Deferred tax assets:
Net operating loss carryforward	$	28,199	$	20,082
Section 174 capitalized research and development expenses	5,489		—
Research and development credits	5,319		3,323
Stock-based compensation	1,373		191
Other	779		309
Valuation allowance	(41,159)		(23,875)
Total deferred tax assets	—		30
Deferred tax liabilities:
Depreciation and amortization	—		(30)
Total deferred tax liabilities	—		(30)
Net deferred tax assets (liabilities)	$	—	$	—

ASC 740 requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that the Company assesses that realization is “more likely than not”. Realization of the future tax benefits is dependent on the Company's ability to generate sufficient taxable income within the carryforward period. Because of the Company's recent history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be realized and, accordingly, has provided a full valuation allowance as of December 31, 2022 and 2021. The Company’s valuation allowance balance increased by $17.3 million and $8.1 million for the years ended December 31, 2022 and 2021, respectively.

As of December 31, 2022 and 2021, the Company had total net operating loss carryforwards for federal income tax purposes of approximately $119.8 million and $83.4 million, respectively, out of which $2.4 million and $2.1 million net federal operating loss carryforwards will begin to expire in 2037 if not utilized. For tax years beginning January 1, 2018 onward, any federal net operating losses generated can be carried forward indefinitely, as opposed to the original expiration of 20 years. As of December 31, 2022 and 2021, the Company had $117.4 million and $81.3 million of federal net operating losses, respectively, that can be carried forward indefinitely. The Company also had a state net operating loss carryforward of approximately $46.4 million and $33.3 million as of December 31, 2022 and 2021, respectively, which will expire beginning in the year 2037.

As of December 31, 2022 and 2021, the Company had federal research and development credit carryforwards of approximately $4.3 million and $2.2 million, respectively, which begin to expire in 2038, and California research and development credit carryforward of approximately $5.8 million and $4.2 million, respectively, which do not expire.

Utilization of the research and development credit carryforward may be subject to an annual limitation due to the ownership percentage change limitations provided by the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of the research and development credits before utilization. The amount of such elimination, if any, has not been determined.

As of December 31, 2022 and 2021, the total amount of unrecognized tax benefits was $4.0 million and $2.6 million, respectively, none of which would affect income tax expense, if recognized, after consideration of any valuation allowance. The Company does not expect the unrecognized tax benefits to change significantly over the next 12 months. The following table summarizes the aggregate changes in the total gross amount of unrecognized tax benefits (in thousands):


	Year Ended December 31,
	2022		2021
Unrecognized tax benefits as of the beginning of the year	$	2,569	$	1,471
Increases related to prior year tax provisions	244		159
Increase related to current year tax provisions	1,216		939
Unrecognized tax benefits as of the end of the year	$	4,029	$	2,569

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

As a qualified small business, the Company applies a portion of its post-2015 federal research and development credit against payroll tax liabilities, instead of income tax liabilities. As of December 31, 2022 and 2021, the related payroll tax receivable balance is $0.9 million and $1.0 million, respectively.

- 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
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Leases

The Company leases office and manufacturing facilities under non-cancellable 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 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 year ended December 31, 2022 were as follows (in thousands):


	Year Ended December 31, 2022
Operating lease cost	$	1,516
Variable lease cost	845
Total operating lease cost	$	2,361

Supplemental cash flow information for the year ended December 31, 2022 related to leases was as follows (in thousands):


	Year Ended December 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Cash paid for operating leases included in operating activities	$	1,838
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):


	December 31, 2022
Operating lease right-of-use assets:
Operating lease right-of-use assets, current	$	121
Operating lease right-of-use assets, non-current	324
Total operating lease right-of-use assets	$	445
Operating lease liabilities:
Operating lease liabilities, current	$	211
Operating lease liabilities, non-current	281
Total operating lease liabilities	$	492

The non-current portion of the operating lease right-of-use assets was recorded in other assets and the non-current portion of the operating lease liabilities was recorded in other long-term liabilities in the consolidated balance sheets.

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


Weighted average remaining lease term	3.06
Weighted average discount rate	13.78	%

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


Year Ending December 31,
2023	$	253
2024	104
2025	100
2026	93
Thereafter	55
Total undiscounted lease payments	$	605

Less: Present value adjustment for minimum lease commitments	(113)
Net Lease Liabilities	$	492

Disclosure under ASC 840, Leases

Rent expense was $2.0 million for the year ended December 31, 2021. As of December 31, 2021, future minimum lease payments under all non-cancellable operating leases with an initial lease term in excess of one year were as follows (in thousands):


2022	$	1,853
2023	$	152
Total	$	2,005

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Legal Proceedings

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

The Company records accruals for its outstanding legal proceedings, investigations or claims when it is probable that a liability will be incurred, and the amount of loss can be reasonably estimated. The Company evaluated developments in

legal proceedings, investigations or claims that could affect the amount of any accrual, as well as any developments that would result in a loss contingency to become both probable and reasonably estimable. There were no accruals for loss contingencies associated with such legal claims, actions or litigation as of December 31, 2022 and 2021.

Lease Commitments

The Company entered into two new office lease agreements commencing on February 1, 2023 with various maturities between January 31, 2026 through April 30, 2028 on the Company’s existing properties. One lease agreement required an initial security deposit of $2.6 million, payable at 60 days after execution of the lease agreement, which was recorded as restricted cash on the consolidated balance sheet, and will be reduced over the term of the lease agreement.

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


Year Ending December 31,
2023	$	2,311
2024	3,146
2025	3,228
2026	3,231
Thereafter	4,159
Total undiscounted lease payments	$	16,075

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Investment Agreement with Koito On October 27, 2022, the Company entered into the Investment Agreement with Koito pursuant to which, among other things, at the closing of the transactions, and based on the terms and subject to the conditions set forth therein, the Company issued and sold to Koito, 100,000 shares of Preferred Stock, for a purchase price of $100.0 million. The issuance and sale of the Preferred Stock and related matters were approved by the Company’s stockholders on January 11, 2023, and the Preferred Stock issued to Koito on January 19, 2023. The Preferred Stock will be convertible, beginning on January 19, 2024, into shares of the Company’s common stock at an approximate initial conversion price of $2.585 per share (subject to adjustment). At the Company’s election, the Preferred Stock carries a 4.25% per annum dividend if paid in kind or a 3.25% per annum dividend if paid in cash, in each case paid in arrears. See Note 21 for further information. Investor Rights Agreement At the closing of the issuance of the Preferred Stock, the Company and Koito entered into the Investor Rights Agreement. Pursuant to the Investor Rights Agreement, Koito is entitled to have its designees appointed to the Nominating and Corporate Governance Committee and Compensation Committee of the Company’s Board of Directors (the “Board”), subject to satisfaction of applicable committee membership requirements. Furthermore, the Company is obligated to take all necessary action (to the extent not prohibited by law) to cause the Board to nominate for election that number of individuals designated by Koito that is proportional to Koito’s beneficial ownership interest in the Company, provided, however, that Koito will not be entitled to nominate for election a number of individuals that would constitute a majority of the Board. In addition, Koito’s designation rights will be reduced to one director at such time as Koito ceases to beneficially own at least 10% of the outstanding shares of common stock (on an as-converted basis) and Koito will no longer have any rights to designate a nominee to serve on the Board at such time as Koito ceases to beneficially own at least 5% of the outstanding shares of common stock (on an as-converted basis). The Investor Rights Agreement also provides for certain investor consent, preemptive, registration, and termination rights, which contain certain provisions that limit the Company’s ability to access additional sources of funding without Koito’s consent. Secured Term Loan Agreement with Koito Concurrently with the execution of the Investment Agreement, the Company entered into the Secured Term Loan Agreement to borrow Japanese Yen ¥5.8 billion (approximately $39.4 million). The borrowings under the Secured Term Loan Agreement (the “Loan”) accrued interest at a rate equal to 1.0% per annum, which was payable at maturity. The Loan was set to mature on the earlier of three business days after the closing of the transactions contemplated by the Investment Agreement and the date on which the Investment Agreement was terminated in accordance with its terms. The Secured Term Loan Agreement entered into with Koito is a related party transaction issued at below market interest rates. On November 7, 2022, the Company borrowed ¥5.8 billion under the agreement. To reflect what a similar debt instrument would be issued at with a market interest rate, the Company recorded a $2.0 million debt discount accounted for as a capital contribution within additional paid-in capital in the consolidated balance sheet. Amortization of debt discounts, in accordance with the effective interest method, are recorded as interest expense in the accompanying consolidated statement of operations and comprehensive income (loss). Obligations under the Secured Term Loan Agreement were secured by interest in substantially all of the Company’s assets, including all patents. The agreement contained customary affirmative and negative covenants. On January 24, 2023, the Company used the proceeds from the sale of the Preferred Stock to repay all outstanding principal and accrued interest under the Secured Term Loan Agreement with Koito. See Note 21 for further information. For the year ended December 31, 2022, the Company recognized $0.8 million in interest expense in connection with the borrowings under the Secured Term Loan Agreement with Koito. Additionally, the Company recognized a $4.3 million foreign currency transaction loss on remeasurement using the applicable exchange rate on December 31, 2022. Transactions with Koito Koito is an automotive tier 1 partner of the Company and sales to Koito accounted for 43% of our total revenues for the year ended December 31, 2022. In 2020, the Company was chosen by Koito to supply Koito with ADAS lidar technology licenses and components for GM’s ADAS series production program for mass-market consumer vehicles. The purpose of the arrangement is to supply Koito with automotive grade lidars using the Company’s components and lidar technology. These lidars are to be supplied to GM to fulfill the needs of its series production program. Production volume will ultimately be dependent on numerous factors and are binding only upon issuance of a purchase order. Revenue generated from Koito was $3.2 million and $3.1 million for the years ended December 31, 2022 and 2021, respectively. Accounts receivable from Koito was $1.0 million as of December 31, 2022 and was $0.1 million as of December 31, 2021.

Basic and Diluted Net Income (Loss) Per Share

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

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 year ended December 31, 2022 and a net loss position for the year ended December 31, 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:


	Year Ended December 31,
	2022	2021
Denominator:
Weighted-average common shares outstanding – Basic	146,917,925	67,139,289
Stock options to purchase common stock and RSUs (1)	8,810,526	—
Weighted-average common shares outstanding - Diluted	155,728,451	67,139,289


(1)			Includes the weighted average unvested shares subject to repurchase of 9,083 for the year ended December 31, 2022.

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


	Year Ended December 31,
	2022	2021
Stock options to purchase common stock and RSUs	5,002,191	16,645,279
Unvested restricted stock	—	122,462
Preferred shares on an as-converted basis	—	53,078,571
Class F shares an as-converted basis	—	20,505,344
Shares issuable upon exercise of warrants	—	146,954
Total	5,002,191	90,498,610

As of December 31, 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 December 31, 2022. As of December 31, 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	12 Months Ended
Segments	Dec. 31, 2022
Segment Reporting [Abstract]
Segments	SegmentsThe 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 85%.

- 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

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+ Details

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events The Company has evaluated subsequent events from the balance sheet date through March 20, 2023, the issuance date of the consolidated financial statements. Koito Investment Agreement On October 27, 2022, the Company entered into the Investment Agreement with Koito pursuant to which, among other things, at the closing of the transactions, and based on the terms and subject to the conditions set forth therein, the Company issued and sold to Koito, 100,000 shares of Preferred Stock, for a purchase price of $100.0 million. The issuance and sale of the Preferred Stock and related matters were approved by the Company’s stockholders on January 11, 2023, and the Preferred Stock issued to Koito on January 19, 2023. The Preferred Stock will be convertible, beginning on January 19, 2024, into shares of the Company’s common stock at an approximate initial conversion price of $2.585 per share (subject to adjustment). On January 24, 2023, a portion of the proceeds from the sale of the Preferred Stock were used to pay the outstanding loan under the Secured Term Loan Agreement. The remainder of the proceeds will be used for the continued development of the Company’s lidar technology and general corporate purposes. Silicon Valley Bank The Company maintains depository relationships with SVB. On March 10, 2023, SVB was closed by the California Department of Financial Protection and Innovation, which appointed the FDIC as receiver. On March 12, 2023, federal regulators announced that the FDIC would complete its resolution of SVB in a manner that fully protects all depositors. As a result, the Company has not experienced and does not anticipate any losses with respect to its funds deposited with SVB.

Description of Business and Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Description of Business	Description of Business Cepton, Inc., and its wholly owned subsidiaries, formerly known as Growth Capital Acquisition Corp., 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, following which its shares began trading on the Nasdaq National Market. On August 4, 2021, GCAC entered into a Business Combination Agreement with Cepton Technologies, Inc. and GCAC Merger Sub Inc., a wholly owned subsidiary of GCAC. On February 10, 2022, the transactions contemplated by the Merger Agreement 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	Basis of Presentation and Principles of Consolidation The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of the Company’s wholly owned subsidiaries in Canada, Germany, Japan, China and the United Kingdom. All intercompany balances and transactions have been eliminated in consolidation. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of December 31, 2022, the Company had cash and cash equivalents of $32.0 million, short-term investment of $3.7 million, and an accumulated deficit of $86.1 million. For the year ended December 31, 2022, the Company incurred an operating loss of $61.4 million and had negative cash flows from operating activities of $58.0 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 it received through the Business Combination, PIPE Investment, and private placements of the Legacy Cepton convertible preferred stock. Failure to generate sufficient revenues, achieve planned gross margins and operating profitability, control operating costs, or secure additional funding may require the Company to modify, delay, or abandon some of its planned future expansion or development, or to otherwise enact operating cost reductions available to management, which could have a material adverse effect on the Company’s business, operating results, financial condition, and ability to achieve its intended business objectives. For further information regarding the Company’s financing activities, see Note 21 to the consolidated financial statements.
Concentration of Risk	Concentration of Risk Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. The Company maintains a substantial portion of its cash and cash equivalents 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.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include, but are not limited to, inventory valuation and reserves, warranty reserves, valuation allowance for deferred tax assets, valuation of earnout and warrant liabilities, stock-based compensation, useful lives of property, plant and equipment, income tax uncertainties, and other loss contingencies. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates, and such differences could be material to the Company’s consolidated financial condition and results of operations.
Reclassifications	Reclassifications Certain reclassifications have been made to prior-period amounts to conform to current-period reporting classifications.
Cash Equivalents and Short-Term Investments	Cash Equivalents and Short-Term Investments The Company considers all highly liquid investments with original maturity of three months or less at the date of purchase to be cash equivalents. The Company’s short-term investments consist of investments and marketable securities that are classified as available-for-sale securities and are carried at fair value, with net unrealized gains or losses, net of tax, reported as a separate component of accumulated other comprehensive loss within stockholders’ deficit.
Restricted Cash	Restricted Cash Restricted cash of $2.6 million as of December 31, 2022 consists of funds that are contractually restricted as to usage or withdrawal due to a contractual agreement. This restricted cash balance represents a letter of credit with Citibank, N.A. as a security deposit on its headquarters in San Jose, California, pursuant to a new office lease agreement that commenced on February 1, 2023 and continues through April 30, 2028. See Note 17 for further information. The Company determines current or non-current classification of restricted cash based on the expected duration of the restriction.
Accounts Receivable	Accounts Receivable Trade accounts receivable are recorded at the invoiced amount, net of any allowance for doubtful accounts, and do not bear interest. Allowances on accounts receivable are recorded when circumstances indicate collection is doubtful for a particular accounts receivable balance. Receivables are written off if reasonable collection efforts prove unsuccessful. The Company provides for allowances on a specific account basis. As of December 31, 2022, and 2021, the allowance for doubtful accounts was immaterial.
Inventories	Inventories Inventories are stated at the lower of cost or estimated net realizable value. Costs are computed under the standard cost method, which approximates actual costs determined on the first-in, first-out basis. The Company records write-downs of inventories which are obsolete based on product life cycle stage, product development plans, and assumptions about future demand and market conditions.
Property and Equipment	Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. The Company depreciates property and equipment using the straight-line method over the estimated useful lives of the assets, generally three to seven years. Leasehold improvements are amortized over the shorter of the asset’s useful life or the remaining lease term. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation and amortization are removed from the balance sheet and the resulting gain or loss is reflected in operations in the period realized. Improvements are capitalized and amortized over the remaining term of the estimated useful life of the asset. Maintenance and repairs are charged to operations as incurred.
Foreign Currency	Foreign Currency The functional currency of the Company’s foreign subsidiaries in Canada, Germany, China, and Japan is the respective local currency whereas the functional currency of the foreign subsidiary in the United Kingdom is the U.S. dollar. For the Canada, Germany, China and Japan entities, assets and liabilities are translated into U.S. dollars at the local current exchange rates in effect at the balance sheet date, and income and expense accounts are translated at the average exchange rates during the period. The resulting translation adjustments are included in accumulated other comprehensive income. Foreign currency translation loss was immaterial for the years ended December 31, 2022 and 2021. As of December 31, 2022, a portion of the Company’s cash and cash equivalents was denominated in Japanese Yen. In addition, borrowings under the Secured Term Loan Agreement (as defined below) were also denominated in Japanese Yen. Monetary assets and liabilities are measuring into U.S. dollars at the local current exchange rates in effect at the balance sheet date. For the year ended December 31, 2022, a net $2.2 million foreign currency transaction loss was recorded in the Company’s consolidated statements of operation
Convertible Preferred Stock	Convertible Preferred Stock The Company records all shares of convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs, if applicable. The convertible preferred stock is recorded outside of permanent stockholders’ equity (deficit) because while it is not mandatorily redeemable, it is contingently redeemable into cash upon the occurrence of an event not solely within the Company’s control. When it is probable that a convertible preferred share will become redeemable, adjustments are recorded to adjust the carrying values. No adjustments were recorded for the year ended December 31, 2021. Refer to Note 10 for more information on the rights, preferences, privileges, and restrictions associated with the convertible preferred stock.
Revenue Recognition	Revenue Recognition The Company recognizes revenue from contracts with its customers. A contract with a customer exists when both parties have approved the contract and are committed to perform their respective obligations, each party’s rights can be identified, payment terms can be identified, the contract has commercial substance, and it is probable that the Company will collect substantially all of the consideration it is entitled to. Revenue is recognized when, or as, performance obligations are satisfied by transferring control of a promised product or service to a customer. The Company’s revenue is primarily derived from product sales of lidar sensors to direct customers. Revenue is recognized at a point in time when control of the products is transferred to the customer, generally occurring upon shipment in accordance with the terms of the related contract. Amounts billed to customers for shipping and handling are included in the transaction price and are not treated as separate performance obligations as these costs fulfill a promise to transfer the product to the customer. Shipping and handling costs paid by the Company are included in cost of revenue. Taxes collected from customers and remitted to governmental authorities are excluded from revenue on the net basis of accounting. When a contract involves multiple promises, the Company accounts for individual performance obligations if the customer can benefit from each promise on its own or with other resources that are readily available to the customer and each promise is separately identifiable from other promises in the arrangement. In these situations, the arrangement consideration is allocated between the separate performance obligations in proportion to their estimated standalone selling price. The standalone selling price reflects the price the Company would charge for a specific product if it were sold separately in similar circumstances and to similar customers. If the selling price is not directly observable, the Company may estimate the stand-alone selling price through maximizing the use of observable inputs such as historical discounting, project cost estimates, and targeted margins. Costs to obtain a contract The Company generally expenses the incremental costs of obtaining a contract when incurred because the amortization period for these costs would be less than one year. These costs primarily relate to sales commissions and are recognized upon receiving customer payment, at the time of the customer order, or at the time of product shipment. Commission expense were immaterial for the years ended December 31, 2022 and 2021, which was recorded in selling, general and administrative expense in the Company’s consolidated statements of operations. Contract balances The timing of revenue recognition, billings, and cash collections generally results in accounts receivable recognized on the balance sheet. However, the Company may recognize contract liabilities when consideration is received from a customer prior to transferring goods or services to the customer. Contract liabilities are recognized as revenue after control of the products or services is transferred to the customer and all revenue recognition criteria have been met. Customer deposits The Company may recognize customer deposit liabilities when consideration is received from a customer prior to entering into a contract. Customer deposit liabilities are recognized as revenue when a contract with enforceable rights and obligations exists and all revenue recognition criteria have been met. Right of return The Company’s general terms and conditions for its contracts do not contain a right of return that allows the customer to return products and receive a credit. Therefore, the Company does not estimate returns and generally recognizes revenue upon shipment. Significant financing components The Company may receive payment from a customer either before or after the performance obligation has been satisfied. The expected timing difference between the payment and satisfaction of performance obligations for the vast majority of the Company’s contracts is one year or less; therefore, the Company applies a practical expedient and does not consider the effects of the time value of money. The Company’s contracts with customer prepayment terms do not include a significant financing component because the primary purpose is not to receive financing from the customers.
Cost of Revenue	Cost of Revenue Cost of revenue is comprised of Lidar Sensor and Prototype Revenue and Development Cost of Revenue. Lidar Sensor and Prototype cost of revenue includes the manufacturing cost of lidar sensors, which primarily consists of personnel-related costs directly associated with the Company’s manufacturing organization, and amounts paid to its third-party contract manufacturers and vendors. The Company’s cost of revenue also includes depreciation and amortization, cost of component inventory, product testing costs, costs of providing services, an allocated portion of overhead, facility and IT costs, warranty costs, excess and obsolete inventory and shipping costs. Development Cost of Revenue includes similar costs and specifically relates to development contracts and arrangements focused on specific development and customization of lidar capabilities.
Product Warranties	Product Warranties The Company typically provides a one-year warranty on its products. Estimated future warranty costs are accrued and charged to cost of goods sold in the period that the related revenue is recognized. These estimates are derived from historical data and trends of product reliability and costs of repairing and replacing defective products. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Through December 31, 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.
Research and Development	Research and Development Research and development expenses consist primarily of personnel-related costs directly associated with the Company’s research and development organization, with the remainder being prototype expenses, third-party engineering and contractor costs, an allocated portion of facility and IT costs and depreciation. The Company’s research and development efforts are focused on enhancing and developing additional functionality for its existing products and on new product development, including new releases and upgrades to its lidar sensors and embedded software. Research and development costs are expensed as incurred.
Advertising	Advertising Advertising costs are expensed as incurred and were $0.4 million and $0.2 million for the years ended December 31, 2022 and 2021, respectively, which was recorded in selling, general and administrative expense in the Company’s consolidated statements of operations.
Income Taxes	Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are recorded based on the estimated future tax effects of differences between the financial statement and income tax basis of existing assets and liabilities. Deferred income tax assets and liabilities are recorded net and classified as non-current on the consolidated balance sheet. A valuation allowance is provided against the Company’s deferred income tax assets when their realization is not reasonably assured. The Company accrues for uncertain tax positions identified, which are not deemed more likely than not to be sustained if challenged, and recognizes interest and penalties accrued on unrecognized tax benefits as a component of income tax expense.
Share-Based Compensation Expense	Stock-Based Compensation Expense The Company grants stock options, restricted stock units (RSUs), and performance-based stock units (PSUs) to employees and non-employees. Stock-based compensation is recognized on a straight line basis over the requisite service period, which is generally the vesting period of the award except as otherwise disclosed. The Company uses the Black-Scholes option pricing model to determine the fair value of its stock option awards. The determination of the fair value for stock options in connection with determining stock compensation requires judgment, including estimating the fair market value of common stock (prior to Business Combination), stock-price volatility, expected term, expected dividends, and risk-free interest rates. Prior to the Business Combination with the absence of a public trading market, the Company considered numerous objective and subjective factors to determine the fair market value of common stock. These factors included but were not limited to (i) contemporaneous third-party valuations of common stock; (ii) the rights and preferences of preferred stock relative to common stock; (iii) the lack of marketability of common stock; (iv) developments in the business; and (v) the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company, given prevailing market conditions. After the Business Combination, the fair market value of common stock is readily available. The fair value of RSUs is equal to the fair market value of the Company’s common stock on the grant date. The fair value of the PSUs at valuation date was determined using a Monte Carlo valuation model that utilizes significant assumptions, including expected volatility, dividend yield, stock price as of the valuation date, market capitalization targets and the corresponding share price targets necessary for each tranche of PSUs to vest, expected life, and risk-free rate. Stock options for all periods prior to the Business Combination have been retroactively restated to give effect to the recapitalization.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require the testing of a long-lived asset or asset group for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined using various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. No impairment loss was recognized for the years ended December 31, 2022 and 2021.
Fair Value Measurements	Fair Value Measurements The Company determines the fair value of an asset or liability based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction between market participants at the measurement date. The identification of market participant assumptions provides a basis for determining what inputs are to be used for pricing each asset or liability. A fair value hierarchy has been established which gives precedence to fair value measurements calculated using observable inputs over those using unobservable inputs. This hierarchy prioritized the inputs into three broad levels as follows: Level 1:Quoted prices in active markets for identical instruments Level 2:Other significant observable inputs (including quoted prices in active markets for similar instruments) Level 3:Significant unobservable inputs (including assumptions in determining the fair value of certain investments) Money market funds are highly liquid investments and are actively traded. The pricing information for the Company’s money market funds are readily available and can be independently validated as of the measurement date. This approach results in the classification of these securities as Level 1 of the fair value hierarchy. The Company’s short-term investments consisting of U.S. government agency securities and corporate debt securities are classified as Level 2 within the fair value hierarchy given their fair values are based on other significant observable inputs.
Commitments and Contingencies	Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount within a range of loss can be reasonably estimated. When no amount within the range is a better estimate than any other amount, the Company accrues for the minimum amount within the range. Legal costs incurred in connection with loss contingencies are expensed as incurred. No liabilities for loss contingencies were accrued as of December 31, 2022 and 2021.
Recently Adopted and Issued Accounting Pronouncements	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 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 using the modified retrospective method, and the adoption did not have a material impact on its 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 U.S. GAAP. The Company adopted this standard beginning January 1, 2022 prospectively, and the adoption did not have a material impact on its 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 the modified retrospective method 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. 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 adopted this standard on January 1, 2023 using the modified retrospective method, and the adoption of the standard is not expected to have any material impacts to its consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Equity Securities Subject to Contractual Sale Restrictions, which clarifies how the fair value of equity securities subject to contractual sale restrictions is determined (Topic 820). The amendment clarifies that a contractual sale restriction should not be considered in measuring fair value. It also requires certain qualitative and quantitative disclosures related to equity securities subject to contractual sale restrictions. As the Company is an emerging growth company, the standard will be effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the potential impact on its consolidated financial statements and related disclosures from the adoption of this standard.

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

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Schedules of Concentration of Risk, by Risk Factor

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


	Year Ended December 31,
	2022		2021
Customer A	43	%	68	%
Customer B	20	%	2	%
Customer C	12	%	—	%

Cash, Cash Equivalents and Investments

The total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows consisted of the following as of December 31, 2022 and 2021 (in thousands):


	December 31,
	2022		2021
Cash and cash equivalents	$	31,953	$	3,654
Restricted cash	2,565		—
Total cash, cash equivalents and restricted cash	$	34,518	$	3,654

Restrictions on Cash and Cash Equivalents

The total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows consisted of the following as of December 31, 2022 and 2021 (in thousands):


	December 31,
	2022		2021
Cash and cash equivalents	$	31,953	$	3,654
Restricted cash	2,565		—
Total cash, cash equivalents and restricted cash	$	34,518	$	3,654

Business Combination (Tables)

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of reconciles the elements of the business combination

The following table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the consolidated statement of changes in stockholders’ equity (deficit) for the period ended December 31, 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	(31,663)
Net proceeds from the Business Combination	44,444
Less: Private Placement Warrants assumed	(2,588)
Less: Earnout liability assumed	(74,998)
Reverse recapitalization, net	(33,142)
Add: Private Placement Warrants assumed	2,588
Add: Earnout liability assumed	74,998
Add: Transaction costs recorded to general and administrative expense	2,632
Business Combination proceeds, net	$	47,076

Schedule of common stock issued immediately to consummation of business combination

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

Schedule of legacy cepton shares

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 (Tables)

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Schedule of total revenue disaggregated by geographic region


	Year Ended December 31,
	2022				2021
	Revenue		% of Revenue		Revenue		% of Revenue
Revenue by country of domicile:
Japan	$	3,948	53	%	$	3,404	75	%
United States	2,400		32	%	699		16	%
China	880		12	%	15		—	%
Other	198		3	%	384		9	%
Total	$	7,426	100	%	$	4,502	100	%

Fair Value Measurement (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Schedule of assets measured at fair value on a recurring basis

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


	December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market fund	$	10,437	$	—	$	—	$	10,437
Total cash equivalents	$	10,437	$	—	$	—	$	10,437
Short-term investments:
U.S. government agency securities	$	—	$	2,493	$	—	$	2,493
Corporate debt securities	—		1,210		—		1,210
Total short-term investments	—		3,703		—		3,703
Total assets measured at fair value	$	10,437	$	3,703	$	—	$	14,140

Liabilities:
Warrant liability	$	—	$	440	$	—	$	440
Earnout liability	—		—		920		920
Total liabilities measured at fair value	$	—	$	440	$	920	$	1,360


	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

Fair Value, Liabilities Measured on Recurring Basis

Changes in Level 3 liabilities related to earnout liability measured at fair value for the year ended December 31, 2022 (in thousands):


	Year Ended December 31, 2022
Balance as of December 31, 2021	$	—
Earnout liability assumed at the Closing of Business Combination	74,998
Gain on change in fair value of earnout liability	(74,078)
Balance as of December 31, 2022	$	920

Inventories (Tables)

12 Months Ended

Dec. 31, 2022

Inventory Disclosure [Abstract]

Schedule of inventories

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


	December 31,
	2022		2021
Raw materials	$	1,179	$	891
Work-in-process	1,141		518
Finished goods	665		1,114
Total inventories	$	2,985	$	2,523

Prepaid expenses and other current assets (Tables)

12 Months Ended

Dec. 31, 2022

Prepaid Expense and Other Assets, Current [Abstract]

Schedule of prepaid expense and other current assets

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


	December 31,
	2022		2021
Prepaid insurance	$	2,533	$	162
Other prepaid expenses	1,376		1,153
Deferred transaction costs	993		4,688
Payroll tax receivable	865		980
Other current assets	384		15
Total prepaid expense and other current assets	$	6,151	$	6,998

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

Property and equipment, at cost, consists of the following as of December 31, 2022 and 2021 (in thousands):


	December 31,
	2022		2021
Machinery and equipment	$	1,445	$	698
Automobiles	101		101
Leasehold improvements	189		120
Computer and equipment	116		87
Total property and equipment	1,851		1,006
Less: accumulated depreciation and amortization	(869)		(526)
Total property and equipment, net	$	982	$	480

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2022

Payables and Accruals [Abstract]

Schedule of accrued expenses

Accrued expenses and other current liabilities consisted of the following as of December 31, 2022 and 2021 (in thousands):


	December 31,
	2022		2021
Accrued payroll	$	1,300	$	826
Accrued expenses and taxes	375		1,151
Deferred revenue	525		308
Warranty reserve	65		18
Deferred rent	—		373
Accrued unvested option liability	—		101
Total accrued expenses and other current liabilities	$	2,265	$	2,777

Convertible Preferred Stock (Tables)

12 Months Ended

Dec. 31, 2022

Temporary Equity [Abstract]

Schedule of Convertible Preferred Stock

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

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of employee and nonemployee stock option activity

A summary of the Company’s employee and nonemployee stock option activity for the years ended December 31, 2022 and 2021 is presented below:


	Option shares	Weighted Average Exercise Price		Weighted Average Remaining Contract Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2020 (as previously reported)	5,221,283	$	1.43	7.6	$	8,550
Retroactive application of Exchange Ratio	7,566,865	(0.85)
Outstanding as of December 31, 2020	12,788,148	0.58
Granted	5,926,340	4.82
Exercised	(879,336)	0.53
Expired/Forfeited	(1,190,010)	2.71
Outstanding as of December 31, 2021	16,645,142	$	1.91	7.5	$	126,591
Granted	681,050	7.80
Exercised	(1,738,893)	0.58
Expired/Forfeited	(1,325,315)	4.16
Outstanding as of December 31, 2022	14,261,984	$	2.14	6.5	$	6,486
Exercisable, December 31, 2022	10,102,683	$	1.40	5.9	$	6,197
Vested and expected to vest as of December 31, 2022	14,261,984	$	2.14	6.5	$	6,486

Schedule of weighted average assumptions used in the Black-Scholes option-pricing model for stock options

The weighted average assumptions used in the Black-Scholes option-pricing model for stock options for the years ended December 31, 2022 and 2021, were as follows:


	Year Ended December 31,
	2022		2021
Stock price	$1.47 - $9.40		$1.71 - $8.37
Expected volatility	39 - 41%		60 - 70%
Risk-free interest rate	1.79 - 3.98%		0.72 - 1.34%
Expected term	5.92 - 6 years		6.25 years
Expected dividend yield	0	%	0	%

Summary of RSU activity

A summary of the Company’s RSU activity for the year ended December 31, 2022 is presented below:


	RSU Shares	Weighted Grant Date Fair Value
Outstanding as of December 31, 2021	—	$	—
Granted	5,371,153	$	2.56
Released	(181,154)	$	2.31
Forfeited	(481,307)	$	2.61
Outstanding as of December 31, 2022	4,708,692	$	2.57

Schedule of weighted-average fair value of PSUs

The weighted-average fair value of the PSUs was determined using the Monte Carlo simulation model incorporating the following weighted-average assumptions as of grant date on May 3, 2022:


Grant date stock price	$	2.98
Expected volatility	74.0		%
Risk-free interest rate	2.90		%
Expected term	2.8 years
Expected dividend yield	0		%

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

For the years ended December 31, 2022 and 2021, the Company recorded stock-based compensation expense related to options granted to employees and nonemployees as follows (in thousands):


	Year Ended December 31,
	2022		2021
Cost of revenue	$	165	$	83
Research and development expense	4,400		3,010
Selling, general and administrative expense	3,678		1,902
Total stock-based compensation expense	$	8,243	$	4,995

Earnout Liability (Tables)

12 Months Ended

Dec. 31, 2022

Disclosure Of Earnout Liability [Abstract]

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

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


	December 31, 2022			February 10, 2022 (Closing Date)
Stock price	$	1.27		$	7.99
Expected volatility	79.0		%	77.5		%
Risk-free interest rate	4.42		%	1.80		%
Expected term	2.1 years			3.0 years
Expected dividend yield	0		%	0		%

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Income before Income Tax, Domestic and Foreign

Income (loss) before income taxes consisted of the following (in thousands):


	Year Ended December 31,
	2022		2021
Domestic	$	9,620	$	(37,291)
Foreign	(224)		69
Income (loss) before income taxes	$	9,396	$	(37,222)

Schedule of Components of Income Tax Expense (Benefit)

Provision for income taxes consisted of the following (in thousands):


	Year Ended December 31,
	2022		2021
Current:
Federal	$	—	$	—
State	—		4
Foreign	16		16
Total Current	16		20

Deferred:
Federal	—		—
State	—		—
Foreign	—		—
Total Deferred	—		—
Provision for income taxes	$	16	$	20

Schedule of Effective Income Tax Rate Reconciliation


	Year Ended December 31,
	2022		2021
U.S. federal provision (benefit) at statutory rate	21.0	%	21.0	%
State taxes, net of federal benefit	(19.4)		—
Other permanent items	(0.8)		0.6
Stock-based compensation	4.4		(2.0)
Research and development credits	(8.3)		2.0
Transaction costs	(8.2)		—
Change in valuation allowance	183.5		(21.7)
Remeasurement of earnout liability	(172.1)		—
Effective tax rate	0.2	%	(0.1)	%

Schedule of Deferred Tax Assets and Liabilities

The Company’s deferred income tax assets and liabilities as of December 31, 2022 and 2021 were as follows (in thousands):


	December 31,
	2022		2021
Deferred tax assets:
Net operating loss carryforward	$	28,199	$	20,082
Section 174 capitalized research and development expenses	5,489		—
Research and development credits	5,319		3,323
Stock-based compensation	1,373		191
Other	779		309
Valuation allowance	(41,159)		(23,875)
Total deferred tax assets	—		30
Deferred tax liabilities:
Depreciation and amortization	—		(30)
Total deferred tax liabilities	—		(30)
Net deferred tax assets (liabilities)	$	—	$	—

Schedule of Unrecognized Tax Benefits Roll Forward

The following table summarizes the aggregate changes in the total gross amount of unrecognized tax benefits (in thousands):


	Year Ended December 31,
	2022		2021
Unrecognized tax benefits as of the beginning of the year	$	2,569	$	1,471
Increases related to prior year tax provisions	244		159
Increase related to current year tax provisions	1,216		939
Unrecognized tax benefits as of the end of the year	$	4,029	$	2,569

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Schedule of components of lease expense

The components of lease expense for the year ended December 31, 2022 were as follows (in thousands):


	Year Ended December 31, 2022
Operating lease cost	$	1,516
Variable lease cost	845
Total operating lease cost	$	2,361

Schedule of supplemental cash flow information

Supplemental cash flow information for the year ended December 31, 2022 related to leases was as follows (in thousands):


	Year Ended December 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Cash paid for operating leases included in operating activities	$	1,838
Right of use assets obtained in exchange for lease obligations:
Operating leases	$	1,827

Schedule of supplemental balance sheet information related to leases

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


	December 31, 2022
Operating lease right-of-use assets:
Operating lease right-of-use assets, current	$	121
Operating lease right-of-use assets, non-current	324
Total operating lease right-of-use assets	$	445
Operating lease liabilities:
Operating lease liabilities, current	$	211
Operating lease liabilities, non-current	281
Total operating lease liabilities	$	492

Schedule of weighted average remaining term and discount rates

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


Weighted average remaining lease term	3.06
Weighted average discount rate	13.78	%

Schedule of maturities of lease liabilities

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


Year Ending December 31,
2023	$	253
2024	104
2025	100
2026	93
Thereafter	55
Total undiscounted lease payments	$	605

Less: Present value adjustment for minimum lease commitments	(113)
Net Lease Liabilities	$	492

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


Year Ending December 31,
2023	$	2,311
2024	3,146
2025	3,228
2026	3,231
Thereafter	4,159
Total undiscounted lease payments	$	16,075

Schedule of Future Minimum Rental Payments for Operating Leases

As of December 31, 2021, future minimum lease payments under all non-cancellable operating leases with an initial lease term in excess of one year were as follows (in thousands):


2022	$	1,853
2023	$	152
Total	$	2,005

Commitment and Contingencies (Tables)

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of maturities of lease liabilities

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


Year Ending December 31,
2023	$	253
2024	104
2025	100
2026	93
Thereafter	55
Total undiscounted lease payments	$	605

Less: Present value adjustment for minimum lease commitments	(113)
Net Lease Liabilities	$	492

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


Year Ending December 31,
2023	$	2,311
2024	3,146
2025	3,228
2026	3,231
Thereafter	4,159
Total undiscounted lease payments	$	16,075

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

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

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

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


	Year Ended December 31,
	2022	2021
Denominator:
Weighted-average common shares outstanding – Basic	146,917,925	67,139,289
Stock options to purchase common stock and RSUs (1)	8,810,526	—
Weighted-average common shares outstanding - Diluted	155,728,451	67,139,289


(1)			Includes the weighted average unvested shares subject to repurchase of 9,083 for the year ended December 31, 2022.

Schedule of diluted net income (loss) per share

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


	Year Ended December 31,
	2022	2021
Stock options to purchase common stock and RSUs	5,002,191	16,645,279
Unvested restricted stock	—	122,462
Preferred shares on an as-converted basis	—	53,078,571
Class F shares an as-converted basis	—	20,505,344
Shares issuable upon exercise of warrants	—	146,954
Total	5,002,191	90,498,610

Description of Business and Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Cash and cash equivalents	$ 31,953	$ 3,654
Short-term investments	3,703	2,836
Accumulated deficit	86,059	95,439
Operating Income (Loss)	(61,448)	(38,336)
Cash flows from operating activities	(57,997)	(36,759)
Restricted cash	2,565	0
Foreign currency transaction loss, net	$ (2,168)	0
Product warranty, term	1 year
Advertising	$ 400	200
Cash, cash equivalents and short-term investments, fair value	$ 10,437	932
Minimum
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Property and equipment, useful lives	3 years
Maximum
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Property and equipment, useful lives	7 years
Money market fund
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Cash, cash equivalents and short-term investments, fair value	$ 10,437	$ 932
Vendor One \| Accounts Payable \| Customer Concentration Risk
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Concentration risk	31.00%
Customer A \| Revenue Benchmark \| Customer Concentration Risk
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Concentration risk	43.00%	68.00%

Description of Business and Summary of Significant Accounting Policies - Schedule of total revenue (Details) - Revenue Benchmark - Customer Concentration Risk	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Customer A
Revenue, Major Customer [Line Items]
Concentration risk	43.00%	68.00%
Customer B
Revenue, Major Customer [Line Items]
Concentration risk	20.00%	2.00%
Customer C
Revenue, Major Customer [Line Items]
Concentration risk	12.00%	0.00%

Description of Business and Summary of Significant Accounting Policies - Schedule of Concentration Risk (Details) - Revenue Benchmark - Customer Concentration Risk	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Customer A
Concentration Risk [Line Items]
Concentration risk	43.00%	68.00%
Customer B
Concentration Risk [Line Items]
Concentration risk	20.00%	2.00%
Customer C
Concentration Risk [Line Items]
Concentration risk	12.00%	0.00%

Description of Business and Summary of Significant Accounting Policies - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Cash and cash equivalents	$ 31,953	$ 3,654
Restricted cash	2,565	0
Total cash, cash equivalents and restricted cash	$ 34,518	$ 3,654	$ 11,312

Business Combination -Narrative (Details) $ / shares in Units, $ in Thousands			12 Months Ended
	Feb. 10, 2022 USD ($) $ / shares shares	Feb. 02, 2021	Dec. 31, 2022 USD ($) $ / shares shares	Feb. 09, 2022 USD ($) shares	Dec. 31, 2021 $ / shares shares
Business Acquisition [Line Items]
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.00001
Exchange ratio	2.449
Capital stock, authorized (in shares) \| shares	355,000,000
Common stock, shares authorized (in shares) \| shares	350,000,000
Preferred stock, shares authorized (in shares) \| shares	5,000,000		5,000,000		0
Preferred stock, par value (in Dollars per share) \| $ / shares			$ 0.00001		$ 0.00001
Conversion (in shares) \| shares	1
Common stock, shares subscription (in shares) \| shares	5,950,000
Purchase price per share (in Dollars per share) \| $ / shares	$ 10.00
Common stock	$ 59,500
Common stock shares outstanding (in shares) \| shares				15,589,540
Exercise price per share (in Dollars per share) \| $ / shares	$ 7.99		1.27
Warrant, non-transferable or assignable period		30 days
Expire term		5 years
Transaction costs	$ 2,600
Recognized amount of prepaid expenses	4,400
Recognized amount of current assets and other	1,900
Gross proceeds	76,100
Transaction costs	$ 40,700
Shares issuable upon exercise of warrants
Business Acquisition [Line Items]
Exercise price per share (in Dollars per share) \| $ / shares	$ 11.50
Class A Stock
Business Acquisition [Line Items]
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.0001		$ 0.00001		$ 0.00001
Common stock, shares authorized (in shares) \| shares			350,000,000		75,000,000
Common stock, shares outstanding value				$ 155,900
Business Combination
Business Acquisition [Line Items]
Direct and incremental costs			$ 31,663
Gross proceeds			$ 76,107

Business Combination - Schedule of reconciles the elements of the business combination (Details) - USD ($) $ in Thousands		12 Months Ended
	Feb. 10, 2022	Dec. 31, 2022
Condensed Financial Statements, Captions [Line Items]
Gross Proceeds from the Business Combination	$ 76,100
Less: Private Placement Warrants assumed		$ 700
Business Combination
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		(31,663)
Net proceeds from the Business Combination		44,444
Less: Private Placement Warrants assumed		(2,588)
Less: Earnout liability assumed		(74,998)
Reverse recapitalization, net		(33,142)
Add: Private Placement Warrants assumed		2,588
Add: Earnout liability assumed		74,998
Add: Transaction costs recorded to general and administrative expense		2,632
Business Combination proceeds, net		$ 47,076

Business Combination - Schedule of common stock issued immediately to consummation of business combination (Details)	Feb. 10, 2022 shares
Business Combination and Asset Acquisition [Abstract]
GCAC Class A common stock, outstanding prior to Business Combination (in shares)	17,250,000
Less: Redemption of GCAC Class A common stock (in shares)	(15,589,540)
Class A common stock of GCAC (in shares)	1,660,460
GCAC founder shares (in shares)	4,312,500
GCAC shares issued in PIPE Investment (in shares)	5,950,000
Business Combination and PIPE shares (in shares)	11,922,960
Legacy Cepton shares (in shares)	142,075,043
Class A common stock immediately after Business Combination (in shares)	153,998,003

Business Combination (Details) - Schedule of legacy cepton shares - shares		1 Months Ended	12 Months Ended
	Feb. 10, 2022	Feb. 09, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Business Combination, Separately Recognized Transactions [Line Items]
Convertible preferred stock (in shares)	21,671,491	21,671,491	0	53,078,571	21,671,491
Antidilutive securities excluded from computation of EPS (in shares)			5,002,191	90,498,610
Class F Stock
Business Combination, Separately Recognized Transactions [Line Items]
Common stock, outstanding (in shares)		8,372,143	0	8,372,143
Business Combination \| Legacy Cepton shares
Business Combination, Separately Recognized Transactions [Line Items]
Common stock, outstanding (in shares)				27,618,907
Convertible preferred stock (in shares)		21,671,491
Antidilutive securities excluded from computation of EPS (in shares)		259,348
Warrants exercises (in shares)		86,041
Business Combination \| Legacy Cepton shares \| Class F Stock
Business Combination, Separately Recognized Transactions [Line Items]
Common stock, outstanding (in shares)		8,372,143
Business Combination \| Legacy Cepton shares, after Exchange Ratio
Business Combination, Separately Recognized Transactions [Line Items]
Common stock, outstanding (in shares)	142,075,043			67,645,189
Convertible preferred stock (in shares)	53,078,571
Antidilutive securities excluded from computation of EPS (in shares)	635,204
Warrants exercises (in shares)	210,735
Business Combination \| Legacy Cepton shares, after Exchange Ratio \| Class F Stock
Business Combination, Separately Recognized Transactions [Line Items]
Common stock, outstanding (in shares)	20,505,344

Revenue - Schedule of total revenue disaggregated by geographic region (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenue by country of domicile:
Revenue	$ 7,426	$ 4,502
% of Revenue	100.00%	100.00%
Japan
Revenue by country of domicile:
Revenue	$ 3,948	$ 3,404
% of Revenue	53.00%	75.00%
United States
Revenue by country of domicile:
Revenue	$ 2,400	$ 699
% of Revenue	32.00%	16.00%
China
Revenue by country of domicile:
Revenue	$ 880	$ 15
% of Revenue	12.00%	0.00%
Other
Revenue by country of domicile:
Revenue	$ 198	$ 384
% of Revenue	3.00%	9.00%

- 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
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-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
-Section 50
-Paragraph 32
-Subparagraph (a)
-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 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
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 9: 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)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 10: 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 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-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
-Subparagraph (SX 210.13-02(a)(4)(i))
-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
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 14: 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)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 18: 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 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
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-URI https://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 22: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(1))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

+ Details

Revenue - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Contract liabilities	$ 0.5	$ 0.3

Fair Value Measurement - Schedule of assets measured at fair value on a recurring basis (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Feb. 10, 2022	Jan. 04, 2022	Dec. 31, 2021
Cash equivalents:
Total cash equivalents	$ 10,437			$ 932
Short-term investments:
Total short-term investments	3,703			2,836
Total assets measured at fair value	14,140			3,768
Liabilities:
Warrant liability	440		$ 1,300
Earnout liability	920	$ 75,000		0
Total liabilities measured at fair value	1,360
U.S. government agency securities
Short-term investments:
Total short-term investments	2,493
Corporate debt securities
Short-term investments:
Total short-term investments	1,210			2,836
Money market fund
Cash equivalents:
Total cash equivalents	10,437			932
Level 1
Cash equivalents:
Total cash equivalents	10,437			932
Short-term investments:
Total short-term investments	0			0
Total assets measured at fair value	10,437			932
Liabilities:
Warrant liability	0
Earnout liability	0
Total liabilities measured at fair value	0
Level 1 \| U.S. government agency securities
Short-term investments:
Total short-term investments	0
Level 1 \| Corporate debt securities
Short-term investments:
Total short-term investments	0			0
Level 1 \| Money market fund
Cash equivalents:
Total cash equivalents	10,437			932
Level 2
Cash equivalents:
Total cash equivalents	0			0
Short-term investments:
Total short-term investments	3,703			2,836
Total assets measured at fair value	3,703			2,836
Liabilities:
Warrant liability	440
Earnout liability	0
Total liabilities measured at fair value	440
Level 2 \| U.S. government agency securities
Short-term investments:
Total short-term investments	2,493
Level 2 \| Corporate debt securities
Short-term investments:
Total short-term investments	1,210			2,836
Level 2 \| Money market fund
Cash equivalents:
Total cash equivalents	0			0
Level 3
Cash equivalents:
Total cash equivalents	0			0
Short-term investments:
Total short-term investments	0			0
Total assets measured at fair value	0			0
Liabilities:
Warrant liability	0
Earnout liability	920
Total liabilities measured at fair value	920
Level 3 \| U.S. government agency securities
Short-term investments:
Total short-term investments	0
Level 3 \| Corporate debt securities
Short-term investments:
Total short-term investments	0			0
Level 3 \| Money market fund
Cash equivalents:
Total cash equivalents	$ 0			$ 0

Fair Value Measurement - Schedule of Changes in Fair Value of Earnout Liability (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Gain on change in fair value of earnout liability	$ (74,078)	$ 0
Earnout Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance as of December 31, 2021	920	$ 0
Earnout liability assumed at the Closing of Business Combination	74,998
Gain on change in fair value of earnout liability	(74,078)
Balance as of December 31, 2022	$ 0

Inventories - Schedule of inventories (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Raw materials	$ 1,179	$ 891
Work-in-process	1,141	518
Finished goods	665	1,114
Total inventories	$ 2,985	$ 2,523

Inventories - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
Inventories - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Inventory write-down	$ 0.4	$ 0.9

Prepaid expenses and other current assets (Details) - Schedule of prepaid expense and other current assets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid insurance	$ 2,533	$ 162
Other prepaid expenses	1,376	1,153
Deferred transaction costs	993	4,688
Payroll tax receivable	865	980
Other current assets	384	15
Total prepaid expense and other current assets	$ 6,151	$ 6,998

Property and Equipment, Net (Details) - Schedule of property and equipment - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property, and equipment	$ 1,851	$ 1,006
Less: accumulated depreciation and amortization	(869)	(526)
Total property and equipment, net	982	480
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property, and equipment	1,445	698
Automobiles
Property, Plant and Equipment [Line Items]
Property, and equipment	101	101
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, and equipment	189	120
Computer and equipment
Property, Plant and Equipment [Line Items]
Property, and equipment	$ 116	$ 87

Property and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation and amortization	$ 344	$ 210

Accrued Expenses and Other Current Liabilities - Schedule of accrued expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accrued payroll	$ 1,300	$ 826
Accrued expenses and taxes	375	1,151
Deferred revenue	525	308
Warranty reserve	65	18
Deferred rent	0	373
Accrued unvested option liability	0	101
Total accrued expenses and other current liabilities	$ 2,265	$ 2,777

Debt (Details) $ / shares in Units, $ in Thousands, ¥ in Millions					12 Months Ended
	Nov. 07, 2022 USD ($)	Nov. 07, 2022 JPY (¥)	Oct. 27, 2022 USD ($) businessDay	Jan. 04, 2022 USD ($) $ / shares shares	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Oct. 27, 2022 JPY (¥)	Apr. 24, 2020 USD ($)
Short-Term Debt [Line Items]
Aggregate warrants to purchase of shares (in shares) \| shares				96,998
Warrants fair value				$ 1,300	$ 440
Loss on extinguishment of debt					958	$ (1,121)
Secured Debt \| Koito
Short-Term Debt [Line Items]
Interest expense					800
Secured Debt \| Koito \| Secured Debt
Short-Term Debt [Line Items]
Debt instrument, face amount			$ 39,400				¥ 5,800
Interest rate			1.00%				1.00%
Debt discount					2,000
Draw on agreement	$ 39,400	¥ 5,800
Paycheck Protection program Loan, CARES Act
Short-Term Debt [Line Items]
Debt								$ 1,120
Trinity Loan Agreement
Short-Term Debt [Line Items]
Aggregate warrants to purchase of shares (in shares) \| shares				96,998
Exercise price (in dollars per share) \| $ / shares				$ 16.89
Warrants fair value				$ 1,300
Trinity Loan Agreement \| Loans Payable
Short-Term Debt [Line Items]
Debt instrument, face amount				$ 25,000
Interest rate				10.75%
Borrowings				$ 10,000
Debt discount				$ 300
Interest expense					2,000
Prepayment penalty	1.50%	1.50%
End of term payment	2.50%	2.50%
Loss on extinguishment of debt					$ 1,000
Trinity Loan Agreement \| Prime Rate \| Loans Payable
Short-Term Debt [Line Items]
Variable interest rate				7.00%
Secured Term Loan Agreement \| Secured Debt
Short-Term Debt [Line Items]
Loan maturity, after investment agreement close \| businessDay			3

Convertible Preferred Stock - Narrative (Details) - $ / shares	Dec. 31, 2022	Oct. 27, 2022	Feb. 10, 2022	Feb. 09, 2022	Dec. 31, 2021	Dec. 31, 2020
Temporary Equity [Line Items]
Convertible preferred stock, par value (in Dollars per share)	$ 0.00001	$ 0.00001		$ 0.00001	$ 0.00001
Convertible preferred stock, shares outstanding (in shares)	0		21,671,491	21,671,491	53,078,571	21,671,491
Convertible preferred stock, shares issued (in shares)	0		21,671,491	21,671,491
Class A Stock
Temporary Equity [Line Items]
Common stock issued upon conversion (in shares)			53,078,571

Convertible Preferred Stock (Details) - Schedule of convertible preferred stock - USD ($)	Dec. 31, 2022	Feb. 10, 2022	Feb. 09, 2022	Dec. 31, 2021	Dec. 31, 2020
Conversion of Stock [Line Items]
Convertible preferred stock, shares authorized (in shares)	0		22,806,009	22,806,009
Convertible preferred stock, shares outstanding (in shares)	0	21,671,491	21,671,491	53,078,571	21,671,491
Convertible preferred stock, shares issued (in shares)	0	21,671,491	21,671,491
Convertible preferred stock, aggregate liquidation preference			$ 96,661,482	$ 96,700,000
Series A
Conversion of Stock [Line Items]
Convertible preferred stock, shares authorized (in shares)			8,000,000
Convertible preferred stock, shares outstanding (in shares)			8,000,000
Convertible preferred stock, shares issued (in shares)			8,000,000
Original Issue Price per Share (in Dollars per share)			$ 1.0000
Convertible preferred stock, aggregate liquidation preference			$ 8,000,000
Series B
Conversion of Stock [Line Items]
Convertible preferred stock, shares authorized (in shares)			4,069,600
Convertible preferred stock, shares outstanding (in shares)			4,069,600
Convertible preferred stock, shares issued (in shares)			4,069,600
Original Issue Price per Share (in Dollars per share)			$ 6.2500
Convertible preferred stock, aggregate liquidation preference			$ 25,435,000
Series B-1
Conversion of Stock [Line Items]
Convertible preferred stock, shares authorized (in shares)			3,272,475
Convertible preferred stock, shares outstanding (in shares)			3,272,475
Convertible preferred stock, shares issued (in shares)			3,272,475
Original Issue Price per Share (in Dollars per share)			$ 3.1250
Convertible preferred stock, aggregate liquidation preference			$ 10,226,484
Series C
Conversion of Stock [Line Items]
Convertible preferred stock, shares authorized (in shares)			7,463,934
Convertible preferred stock, shares outstanding (in shares)			6,329,416
Convertible preferred stock, shares issued (in shares)			6,329,416
Original Issue Price per Share (in Dollars per share)			$ 8.3736
Convertible preferred stock, aggregate liquidation preference			$ 52,999,998

Stockholders’ Equity (Deficit) (Details) $ / shares in Units, $ in Millions				12 Months Ended
	Feb. 10, 2022 $ / shares shares	Feb. 09, 2022 shares	Nov. 24, 2021 USD ($) salesPrice salesPriceDay shares	Dec. 31, 2022 USD ($) vote $ / shares shares	Dec. 31, 2021 $ / shares shares
Stockholders’ Equity (Deficit) (Details) [Line Items]
Common stock vote per share \| vote				1
Conversion of stock, shares issued (in shares)		8,372,143
Common stock, shares authorized (in shares)	350,000,000
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.00001
Purchase Agreement
Stockholders’ Equity (Deficit) (Details) [Line Items]
Purchase agreement \| $			$ 100.0	$ 1.7
Transaction period			36 months
Number of lowest closing common stock sales price \| salesPrice			3
Average sales price, consecutive days \| salesPriceDay			10
Commitment fee obligation period			180 days
Class A Stock
Stockholders’ Equity (Deficit) (Details) [Line Items]
Common stock, outstanding (in shares)	27,618,907			156,747,708	67,645,189
Common stock, shares issued (in shares)		27,618,907		156,747,708	67,645,189
Conversion of stock, shares issued (in shares)	67,645,189
Common stock, shares authorized (in shares)				350,000,000	75,000,000
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.0001			$ 0.00001	$ 0.00001
Class A Stock \| Purchase Agreement
Stockholders’ Equity (Deficit) (Details) [Line Items]
Shares issued in transaction (in shares)			50,000	1,142,505
Additional shares issued in transaction (in shares)			150,000
Class F Stock
Stockholders’ Equity (Deficit) (Details) [Line Items]
Common stock, outstanding (in shares)		8,372,143		0	8,372,143
Common stock, shares issued (in shares)		8,372,143		0	8,372,143
Conversion of stock, shares issued (in shares)	20,505,344
Common stock, shares authorized (in shares)				0	8,402,000
Common stock, par value (in Dollars per share) \| $ / shares				$ 0.0001	$ 0.0001
Vesting interest period				4 years

Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Millions				12 Months Ended
	Feb. 10, 2022 shares	Dec. 29, 2020 USD ($) $ / shares shares	Aug. 20, 2020 monthlyInstallment shares	Dec. 31, 2022 USD ($) tradingDay $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Jul. 05, 2016 shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock available for future issuance (in shares) \| shares				0	1,472,512
Weighted-average grant-date fair value (in Dollars per share) \| $ / shares				$ 3.15	$ 3.02
Options, exercised, intrinsic value				$ 4.8	$ 3.9
Expected dividend yield	0.00%			0.00%
Capitalized share-based compensation				$ 0.2	0.1
Nonemployee
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Capitalized share-based compensation				$ 0.4
Stock Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Option expiration period				10 years
Unrecognized stock based compensation				$ 9.0	$ 14.5
Compensation expense recognition period				2 years	2 years 8 months 19 days
Expected dividend yield				0.00%	0.00%
Vesting period				4 years
Stock Options \| Share-Based Payment Arrangement, Tranche One
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting				25.00%
Stock Options \| Tranche Two
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting				75.00%
Vesting period				36 months
Unvested restricted stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized stock based compensation				$ 9.3
Compensation expense recognition period				2 years 3 months 18 days
Granted (in shares) \| shares				5,371,153	0
Intrinsic value				$ 6.0
Unvested restricted stock \| Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period				1 year
Unvested restricted stock \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period				4 years
Performance Shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected dividend yield				0.00%
Granted (in shares) \| shares				123,000
Fair value				$ 0.1
Weighted average grant date fair value (in Dollars per share) \| $ / shares				$ 0.98
Performance Shares \| Share-Based Payment Arrangement, Tranche One
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares) \| shares				66,000
Threshold trading days \| tradingDay				20
Consecutive trading days \| tradingDay				30
Intrinsic value (in Dollars per share) \| $ / shares				$ 15.00
Market capitalization				$ 2,100.0
Service period				21 months
Performance Shares \| Share-Based Payment Arrangement, Tranche Two
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares) \| shares				57,000
Consecutive trading days \| tradingDay				30
Intrinsic value (in Dollars per share) \| $ / shares				$ 17.50
Market capitalization				$ 2,500.0
Service period				22 months
2016 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock reserved for future issuance (in shares) \| shares					9,187,533	4,800,000
2016 Plan \| Stock Appreciation Rights (SARs)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares granted (in shares) \| shares			150,000	0	0
Vesting installments \| monthlyInstallment			24
Exercised price per share (in Dollars per share) \| $ / shares		$ 2.02		$ 3.07
Aggregate intrinsic value		$ 0.3
Vested (in shares) \| shares		25,000
Accrued expenses					$ 0.1
2022 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock reserved for future issuance (in shares) \| shares	15,123,142			10,396,800
Purchase price percent of common stock	2.00%
Conversion of RSUs to common stock (in shares) \| shares				1

Stock-Based Compensation - Schedule of employee and nonemployee stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Shares
Beginning balance (in shares)	16,645,142	12,788,148
Granted (in shares)	681,050	5,926,340
Exercised (in shares)	(1,738,893)	(879,336)
Expired/Forfeited (in shares)	(1,325,315)	(1,190,010)
Ending balance (in shares)	14,261,984	16,645,142	12,788,148
Shares, Exercisable (in shares)	10,102,683
Shares, Vested and expected to vest (in shares)	14,261,984
Weighted Average Exercise Price
Beginning balance (in Dollars per share)	$ 1.91	$ 0.58
Granted (in Dollars per share)	7.80	4.82
Exercised (in Dollars per share)	0.58	0.53
Expired/Forfeited (in Dollars per share)	4.16	2.71
Ending balance (in Dollars per share)	2.14	$ 1.91	$ 0.58
Weighted Average Exercise Price, Exercisable (in Dollars per share)	1.40
Vested and expected to vest (in Dollars per share)	$ 2.14
Weighted Average Remaining Contract Term (in years)
Outstanding	6 years 6 months	7 years 6 months	7 years 7 months 6 days
Exercisable	5 years 10 months 24 days
Vested and expected to vest	6 years 6 months
Aggregate Intrinsic Value (in thousands)
Outstanding	$ 6,486	$ 126,591	$ 8,550
Exercisable	6,197
Vested and expected to vest	$ 6,486
(As Previously Reported)
Shares
Beginning balance (in shares)		5,221,283
Ending balance (in shares)			5,221,283
Weighted Average Exercise Price
Beginning balance (in Dollars per share)		$ 1.43
Ending balance (in Dollars per share)			$ 1.43
Corrections
Shares
Retroactive application of Exchange Ratio (in shares)			7,566,865
Weighted Average Exercise Price
Retroactive application of Exchange Ration (in Dollars per share)			$ (0.85)

Stock-Based Compensation - Schedule of Valuation Assumptions (Details) - $ / shares		12 Months Ended
	Feb. 10, 2022	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Current stock price (in Dollars per share)	$ 7.99	$ 1.27
Expected volatility	77.50%	79.00%
Risk-free interest rate	1.80%	4.42%
Expected term	3 years	2 years 1 month 6 days
Expected dividend yield	0.00%	0.00%
Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Current stock price (in Dollars per share)		$ 1.47	$ 1.71
Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Current stock price (in Dollars per share)		$ 9.40	$ 8.37
Stock Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term			6 years 3 months
Expected dividend yield		0.00%	0.00%
Stock Options \| Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility		39.00%	60.00%
Risk-free interest rate		1.79%	0.72%
Expected term		5 years 11 months 1 day
Stock Options \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility		41.00%	70.00%
Risk-free interest rate		3.98%	1.34%
Expected term		6 years
Performance Shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Current stock price (in Dollars per share)		$ 2.98
Expected volatility		74.00%
Risk-free interest rate		2.90%
Expected term		2 years 9 months 18 days
Expected dividend yield		0.00%

Stock-Based Compensation - Schedule of Restricted Stock (Details) - Restricted Stock Units (RSUs) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Shares
Outstanding, beginning balance (in shares)	0
Granted (in shares)	5,371,153	0
Released (in shares)	(181,154)
Forfeited (in shares)	(481,307)
Outstanding, ending balance (in shares)	4,708,692	0
Weighted Grant Date Fair Value
Outstanding (in Dollars per share)	$ 2.57	$ 0
Granted (in Dollars per share)	2.56
Released (in Dollars per share)	2.31
Forfeited (in Dollars per share)	$ 2.61

Stock-Based Compensation (Details) - Schedule of stock based compensation expense related to options granted to employees and non employees - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 8,243	$ 4,995
Cost of revenue
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	165	83
Research and development expense
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	4,400	3,010
Selling, general and administrative expense
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 3,678	$ 1,902

Earnout Liability - Narrative (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) tradingDay segment $ / shares shares	Dec. 31, 2021 USD ($)	Feb. 10, 2022 USD ($)
Earnout Liability (Details) [Line Items]
Period of contingency	3 years
Earnout liability \| $	$ 920	$ 0	$ 75,000
Change in fair value of earnout liability \| $	$ (74,078)	$ 0
Class A Stock \| Share Price Two
Earnout Liability (Details) [Line Items]
Trading days threshold \| tradingDay	20
Consecutive trading days threshold \| tradingDay	30
Number of shares (in shares) \| shares	6,000,000
Class A Stock \| Business Combination \| Share Price One
Earnout Liability (Details) [Line Items]
Exceeds price per share (in Dollars per share) \| $ / shares	$ 15.00
Trading days threshold \| segment	20
Consecutive trading days threshold \| segment	30
Number of shares (in shares) \| shares	7,000,000
Class A Stock \| Business Combination \| Share Price Two
Earnout Liability (Details) [Line Items]
Exceeds price per share (in Dollars per share) \| $ / shares	$ 17.50

Earnout Liability - Schedule of assumptions used in estimating the fair value of the earnout liability (Details) - $ / shares		12 Months Ended
	Feb. 10, 2022	Dec. 31, 2022
Disclosure Of Earnout Liability [Abstract]
Current stock price (in Dollars per share)	$ 7.99	$ 1.27
Expected volatility	77.50%	79.00%
Risk-free interest rate	1.80%	4.42%
Expected term	3 years	2 years 1 month 6 days
Expected dividend yield	0.00%	0.00%
Period of contingency		3 years

Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands			12 Months Ended
	Feb. 09, 2022	Jan. 04, 2022	Dec. 31, 2022	Dec. 31, 2021	Feb. 29, 2020	Aug. 31, 2019
Warrants (Details) [Line Items]
Warrants exercise price (in Dollars per share)		$ 16.89	$ 0.01
Warrants, redemption notice			30 days
Warrants, trading days threshold			20 days
Warrants, consecutive trading days threshold			30 days
Warrant liability			$ 440	$ 0
Gain on change in fair value of warrant liability			(2,875)	$ 0
Estimated fair value of additional paid-in capital					$ 88
Aggregate warrants to purchase of shares (in shares)		96,998
Warrant liability		$ 1,300	440
Fair value adjustment of warrants			$ 700
Line of Credit \| 2019 Loan Agreement \| Secured Debt
Warrants (Details) [Line Items]
Debt instrument, face amount						$ 5,000
IPO
Warrants (Details) [Line Items]
Sale of public warrants (in shares)			8,625,000
Class A Stock
Warrants (Details) [Line Items]
Price per share (in Dollars per share)			$ 18.00
Common stock shares (in shares)	136,994	73,741
Class A Stock \| IPO
Warrants (Details) [Line Items]
Number of shares per warrant (in shares)			1
Price per share (in Dollars per share)			$ 11.50
Business Combination
Warrants (Details) [Line Items]
Fair value of private placement			$ 2,600
Warrant liability			400
Gain on change in fair value of warrant liability			$ 2,100
Warrants (in shares)	60,000
Sponsor \| Purchase Agreement
Warrants (Details) [Line Items]
Private placement warrants (in shares)			5,175,000

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Contingency [Line Items]
Provision for income taxes	$ 16	$ 20
Valuation balance allowance increase	17,300	8,100
Unrecognized tax benefits	4,029	2,569	$ 1,471
Payroll tax, receivable	900	1,000
Research and development credits	5,319	3,323
Domestic Tax Authority
Income Tax Contingency [Line Items]
Operating Loss Carryforwards	119,800	83,400
Research and development credits	4,300	2,200
Domestic Tax Authority \| Operating Loss Carryforward Through 2037
Income Tax Contingency [Line Items]
Operating Loss Carryforwards	2,400	2,100
Domestic Tax Authority \| Operating Loss Carryforward, Indefinite
Income Tax Contingency [Line Items]
Operating Loss Carryforwards	117,400	81,300
State and Local Jurisdiction
Income Tax Contingency [Line Items]
Operating Loss Carryforwards	46,400	33,300
Research and development credits	$ 5,800	$ 4,200

Income Taxes - Schedule of Income Before Income Tax, Domestic and Foreign (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Domestic	$ 9,620	$ (37,291)
Foreign	(224)	69
Income (loss) before income taxes	$ 9,396	$ (37,222)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 3: 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 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 940
-SubTopic 20
-Section 25
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=126941158&loc=d3e41242-110953

Reference 5: 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 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(8))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI https://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-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 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Section 174 capitalized research and development expenses	$ 5,489	$ 0
Stock-based compensation	1,373	191
Other	779	309
Net operating loss carryforward	28,199	20,082
Research and development credits	5,319	3,323
Valuation allowance	(41,159)	(23,875)
Total deferred tax assets	0	30
Deferred tax liabilities:
Depreciation and amortization	0	(30)
Total deferred tax liabilities	0	(30)
Net deferred tax assets (liabilities)	$ 0	$ 0

Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Current:
Federal	$ 0	$ 0
State	0	4
Foreign	16	16
Total Current	16	20
Deferred:
Federal	0	0
State	0	0
Foreign	0	0
Total Deferred	0	0
Provision for income taxes	$ 16	$ 20

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
U.S. federal provision (benefit) at statutory rate	21.00%	21.00%
State taxes, net of federal benefit	(19.40%)	0.00%
Other permanent items	(0.80%)	0.60%
Stock-based compensation	4.40%	(2.00%)
Research and development credits	(8.30%)	2.00%
Transaction costs	(8.20%)	0.00%
Change in valuation allowance	183.50%	(21.70%)
Remeasurement of earnout liability	(172.10%)	0.00%
Effective tax rate	0.20%	(0.10%)

Income Taxes - Schedule of Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Unrecognized tax benefits as of the beginning of the year	$ 2,569	$ 1,471
Increases related to prior year tax provisions	244	159
Increase related to current year tax provisions	1,216	939
Unrecognized tax benefits as of the end of the year	$ 4,029	$ 2,569

Leases - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Leases - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2022	Jan. 01, 2022
Leases [Abstract]
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]		Other assets	Other assets
Operating lease right-of-use assets, non-current		$ 324	$ 1,400
Operating leases liability		$ 492	1,800
Deferred rent			$ 400
Lease term		1 year
Rent expense	$ 2,000

Leases (Details) - Schedule of components of lease expense $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Leases [Abstract]
Operating lease cost	$ 1,516
Variable lease cost	845
Total operating lease cost	$ 2,361

Leases (Details) - Schedule of supplemental cash flow information $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Cash paid for amounts included in the measurement of lease liabilities:
Cash paid for operating leases included in operating activities	$ 1,838
Right of use assets obtained in exchange for lease obligations:
Operating leases	$ 1,827

Leases (Details) - Schedule of supplemental balance sheet information related to leases - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 01, 2022	Dec. 31, 2021
Operating lease right-of-use assets:
Operating lease right-of-use assets, current	$ 121		$ 0
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Other assets	Other assets
Operating lease right-of-use assets, non-current	$ 324	$ 1,400
Total operating lease right-of-use assets	445
Operating lease liabilities:
Operating lease liabilities, current	$ 211		$ 0
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other long-term liabilities
Operating lease liabilities, non-current	$ 281
Total operating lease liabilities	$ 492	$ 1,800

Leases (Details) - Schedule of weighted average remaining term and discount rates	Dec. 31, 2022
Leases [Abstract]
Weighted average remaining lease term	3 years 21 days
Weighted average discount rate	13.78%

Leases (Details) - Schedule of maturities of lease liabilities - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 01, 2022
Leases [Abstract]
2023	$ 253
2024	104
2025	100
2026	93
Thereafter	55
Total undiscounted lease payments	605
Less: Present value adjustment for minimum lease commitments	(113)
Net Lease Liabilities	$ 492	$ 1,800

Leases - Schedule of Leases Under ASC 840 (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Leases [Abstract]
2022	$ 1,853
2023	152
Total	$ 2,005

Commitments and Contingencies (Details) $ in Thousands	12 Months Ended
Commitments and Contingencies (Details) $ in Thousands	Dec. 31, 2022 USD ($) lease
Lessee, Lease, Description [Line Items]
Number of lease agreements \| lease	2
Office Building
Lessee, Lease, Description [Line Items]
Security deposit \| $	$ 2,600
Security deposit, payment due	60 days

Commitments and Contingencies - Schedule Of Lease Maturity (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Lessee, Lease, Description [Line Items]
2023	$ 253
2024	104
2025	100
2026	93
Thereafter	55
Total undiscounted lease payments	605
Office Building
Lessee, Lease, Description [Line Items]
2023	2,311
2024	3,146
2025	3,228
2026	3,231
Thereafter	4,159
Total undiscounted lease payments	$ 16,075

Related Party Transactions (Details) $ / shares in Units, ¥ in Millions, $ in Millions			12 Months Ended
	Jan. 19, 2023 director $ / shares	Oct. 27, 2022 USD ($) businessDay shares	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Nov. 27, 2022 USD ($)	Oct. 27, 2022 JPY (¥) shares	Feb. 10, 2022 shares
Related Party Transaction [Line Items]
Common stock, shares subscription (in shares) \| shares							5,950,000
Warrants \| Purchase Agreement
Related Party Transaction [Line Items]
Preferred stock, subscribed but unissued (in shares) \| shares		100,000				100,000
Warrants \| Subsequent Event \| Purchase Agreement
Related Party Transaction [Line Items]
Conversion price (in Dollars per share) \| $ / shares	$ 2.585
Preferred stock, paid-in-kind, dividend rate	4.25%
Preferred stock, dividend rate	3.25%
Koito
Related Party Transaction [Line Items]
Revenue from related parties			$ 3.2	$ 3.1
Accounts receivable from customer and investor			1.0	$ 0.1
Koito \| Secured Debt
Related Party Transaction [Line Items]
Interest expense			0.8
Koito \| Secured Debt \| Secured Debt
Related Party Transaction [Line Items]
Debt instrument, face amount		$ 39.4				¥ 5,800
Interest rate		1.00%				1.00%
Maturity after closing of transaction \| businessDay		3
Debt discount			$ 2.0
Koito \| Secured Debt \| Line of Credit
Related Party Transaction [Line Items]
Debt discount					$ 2.0
Koito \| Subsequent Event \| Investor Rights Agreement, Scenario One
Related Party Transaction [Line Items]
Investor rights agreement, number of directors on Board \| director	1
Investor rights agreement, ownership percentage	10.00%
Koito \| Subsequent Event \| Investor Rights Agreement, Scenario Two
Related Party Transaction [Line Items]
Investor rights agreement, ownership percentage	5.00%

Basic and Diluted Net Income (Loss) Per Share - Schedule of denominators of basic and diluted net income (loss) per share (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Earnings Per Share [Abstract]
Weighted-average common shares, basic (in shares)	146,917,925	67,139,289
Stock options to purchase common stock and RSUs (in shares)	8,810,526	0
Weighted-average common shares outstanding - Diluted (in shares)	155,728,451	67,139,289
Weighted average unvested shares (in shares)	9,083

Basic and Diluted Net Income (Loss) Per Share - Schedule of diluted net income (loss) per share (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of EPS (in shares)	5,002,191	90,498,610
Stock options to purchase common stock and RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of EPS (in shares)	5,002,191	16,645,279
Unvested restricted stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of EPS (in shares)	0	122,462
Preferred shares on an as-converted basis
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of EPS (in shares)	0	53,078,571
Class F shares an as-converted basis
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of EPS (in shares)	0	20,505,344
Shares issuable upon exercise of warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of EPS (in shares)	0	146,954

Basic and Diluted Net Income (Loss) Per Share - Narrative (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of EPS (in shares)	5,002,191	90,498,610
Earnout Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of EPS (in shares)	13,000,000
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of EPS (in shares)	13,800,000

Segments (Details)	12 Months Ended
Segments (Details)	Dec. 31, 2022 segment
Segments (Details) [Line Items]
Number of operating segments	1
United States
Segments (Details) [Line Items]
Long lived assets, percentage	85.00%

Subsequent Events (Details) - Investment Agreement - Convertible Preferred Stock - USD ($) $ / shares in Units, $ in Millions	Oct. 27, 2022	Jan. 19, 2023
Subsequent Event [Line Items]
Preferred stock, subscribed but unissued (in shares)	100,000
Consideration to be received on transaction	$ 100.0
Subsequent Event
Subsequent Event [Line Items]
Conversion price (in Dollars per share)		$ 2.585