0001498233-24-000021 | 10-K | XBRL Viewer

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Basic and Diluted Net Income (Loss) Per Share - Narrative (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of EPS (in shares)	5,877,284	5,002,191
Earnout Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of EPS (in shares)	1,300,000	1,300,000
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of EPS (in shares)	13,800,000	13,800,000
Common Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of EPS (in shares)	1,380,000	1,380,000

Stockholders’ Equity (Deficit)	12 Months Ended
Stockholders’ Equity (Deficit)	Dec. 31, 2023
Stockholders' Equity Note [Abstract]
Stockholders’ Equity (Deficit)	Stockholders’ Equity (Deficit) Common Stock Holders of Legacy Cepton’s 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 on February 10, 2022, each share of Legacy Cepton common stock issued and outstanding was converted into common stock of the Company at the Exchange Ratio. As of December 31, 2023, the Company had authorized 35,000,000 shares of common stock, each with a par value of $0.00001. As of December 31, 2023, there were 15,861,494 shares of common stock issued and outstanding. See Note 1 Basis of Presentation and Principles of Consolidation for more information regarding the Reverse Stock Split and Authorized Shares Reduction and the retroactive adjustment therefor in this Report. 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 common stock in accordance with daily dollar thresholds as determined within the Purchase Agreement. The purchase price per share for common stock will be the lower of: (i) the lowest trading price for shares of common stock on the market in which it is listed, on the applicable purchase date and (ii) the average of the three (3) lowest closing sale price for common stock during the ten (10) consecutive business days ending on the business day immediately preceding such purchase date. In consideration for entering into the Purchase Agreement, the Company issued, as a commitment fee, 5,000 shares of common stock to Lincoln Park on the date of the closing of the Business Combination and subsequently an additional 15,000 shares of common stock 180 days after the date of the closing of the Business Combination (shares adjusted to reflect the Reverse Stock Split). As of December 31, 2023 and December 31, 2022, 114,251 shares of common stock had been sold to Lincoln Park under the Purchase Agreement for consideration of $1.7 million. For the year ended December 31, 2023, no shares of common stock were sold to Lincoln Park under the Purchase Agreement. Class F Stock Holders of Legacy Cepton’s Class F stock were entitled to the same voting rights as the equivalent number of common stock on an as-converted basis, and to receive dividends when, as and if declared by the board of directors. The holders had conversion rights for conversion into shares of common stock and preferred stock. The holders were subject to vesting terms wherein each holder acquired a vested interest in the stock over a service period of four years. Upon the closing of the Business Combination, each share of Legacy Cepton’s Class F stock issued and outstanding was converted to common stock of the Company at the Exchange Ratio.

- Definition

The entire disclosure for equity.

+ References

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+ Details

Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Jan. 04, 2022	Dec. 31, 2023	Dec. 31, 2022	Feb. 09, 2022	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
Fair value adjustment of warrants			$ 700
Aggregate warrants to purchase of shares (in shares)	96,998
Warrant liability	$ 1,300	$ 43	440
Private Placement Warrants
Warrants (Details) [Line Items]
Fair value adjustment of warrants		$ 400	$ 2,100
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
Warrants , term		5 years
Class A Stock
Warrants (Details) [Line Items]
Price per share (in Dollars per share)		$ 180.00
Class A Stock \| IPO
Warrants (Details) [Line Items]
Number of shares per warrant (in shares)		10
Price per share (in Dollars per share)		$ 115.00
Business Combination
Warrants (Details) [Line Items]
Warrants (in shares)				60,000
Business Combination \| Private Placement Warrants
Warrants (Details) [Line Items]
Fair value of private placement		$ 2,600
Sponsor \| Purchase Agreement
Warrants (Details) [Line Items]
Private placement warrants (in shares)		5,175,000

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

12 Months Ended

Dec. 31, 2023

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,
	2023		2022
Customer A	52	%	43	%
Customer B	29	%	N/A
Customer C	N/A		20	%
Customer D	N/A		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, 2023 and 2022 (in thousands):


	December 31,
	2023		2022
Cash and cash equivalents	$	50,406	$	31,953
Restricted cash	1,283		2,565
Total cash, cash equivalents and restricted cash	$	51,689	$	34,518

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, 2023 and 2022 (in thousands):


	December 31,
	2023		2022
Cash and cash equivalents	$	50,406	$	31,953
Restricted cash	1,283		2,565
Total cash, cash equivalents and restricted cash	$	51,689	$	34,518

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Auditor Information [Abstract]
Auditor Name	KPMG LLP
Auditor Location	Santa Clara, California
Auditor Firm ID	185

Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) $ in Thousands	Total	Trinity Warrants	Additional Paid-in Capital	Additional Paid-in Capital Trinity Warrants	Accumulated Other Comprehensive Loss	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, 2021	5,307,857
Beginning balance at Dec. 31, 2021	$ 99,470
Increase (Decrease) in Temporary Equity [Roll Forward]
Conversion of convertible preferred stock to common stock (in shares)	(5,307,857)
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
Balance (in shares) at Dec. 31, 2021							6,764,531			2,050,534
Balance at Dec. 31, 2021	(87,531)		$ 7,951		$ (43)	$ (95,439)	$ 0			$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of convertible preferred stock to common stock (in shares)							5,307,857
Conversion of convertible preferred stock to common stock	99,470		99,470				$ 0
Conversion of class F stock to common stock (in shares)							(2,050,534)			(2,050,534)
Reverse recapitalization, net of transaction costs (in shares)							1,184,594
Reverse recapitalization, net of transaction costs	(33,142)		(33,142)				$ 0
Exercise of stock options and release of RSUs (in shares)							199,563
Exercise of stock options and release of RSUs	1,110		1,110
Issuance of common stock to LPC (in shares)							129,250
Issuance of common stock to LPC	1,880		1,880
Exercise of warrants (in shares)								23,757	14,695
Exercise of warrants		$ 547		$ 547
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)
Net income (loss)	9,380					9,380
Balance (in shares) at Dec. 31, 2022							15,674,781			0
Balance at Dec. 31, 2022	$ 1,633		88,058		(366)	(86,059)	$ 0			$ 0
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of convertible preferred stock, net of transaction costs (in shares)	100,000
Issuance of convertible preferred stock, net of transaction costs	$ 98,891
Ending balance (in shares) at Dec. 31, 2023	100,000
Ending balance at Dec. 31, 2023	$ 98,891
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options and release of RSUs (in shares)							203,762
Exercise of stock options and release of RSUs	31		31
Stock-based compensation expense	8,557		8,557
Unrealized gain/loss on available-for-sale securities, net of tax	2				2
Vesting of early exercised options (in shares)							(17,049)
Payments of employee taxes related to vested restricted stock units	(63)		(63)
Cumulative translation adjustment	19				19
Net income (loss)	(48,546)					(48,546)
Balance (in shares) at Dec. 31, 2023							15,861,494			0
Balance at Dec. 31, 2023	$ (38,367)		$ 96,583		$ (345)	$ (134,605)	$ 0			$ 0

Business Combination -Narrative (Details)		12 Months Ended
Business Combination -Narrative (Details)	Feb. 10, 2022 USD ($) $ / shares shares	Dec. 31, 2023 USD ($)
Business Acquisition [Line Items]
Exchange ratio	2.449
Common stock, shares subscription (in shares) \| shares	595,000
Purchase price per share (in Dollars per share) \| $ / shares	$ 100.00
Common stock	$ 59,500,000
Transaction costs	40,700,000
Gross proceeds	76,100,000
Business Combination
Business Acquisition [Line Items]
Direct and incremental costs		$ 31,700,000
Transaction costs	$ 2,600,000	$ 0

Stock-Based Compensation

12 Months Ended

Dec. 31, 2023

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

On February 10, 2022, the Company adopted the 2022 Stock Plan (the “2022 Plan”) under which 1,512,314 shares of the Company’s common stock, as adjusted to reflect the Reverse Stock Split, were reserved for issuance to employees, nonemployee directors, consultants, and advisors. Per the terms of the 2022 Plan, in the event any Post Conversion Awards issued and outstanding under the 2016 Plan are cancelled, terminated, or expire, said number of shares will be made available for issuance under the 2022 Plan. The share limit shall automatically increase on the first trading day in January of every calendar year during the term of the 2022 Plan, by an amount equal to the lesser of (i) two percent (2%) of the total number of shares of common stock issued and outstanding on December 31 of the immediately preceding calendar year or (ii) such number of shares of common stock as may be established by the board of directors. As of December 31, 2023, as adjusted to reflect the Reverse Stock Split, there were 1,825,809 shares of common stock reserved for issuance under the 2022 Plan.

Incentive Stock Options and Nonqualified Stock Options

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

A summary of the Company’s employee and nonemployee stock option activity for the years ended December 31, 2023 and 2022, as adjusted to reflect the Reverse Stock Split, 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, 2021	1,664,448	$	19.10	7.5	$	126,591
Granted	68,105	78.00
Exercised	(173,889)	5.80
Expired/Forfeited	(132,532)	41.60
Outstanding as of December 31, 2022	1,426,132	$	21.45	6.5	$	6,486
Granted	8,500	4.45
Exercised	(30,685)	1.00
Expired/Forfeited	(145,464)	44.02
Outstanding as of December 31, 2023	1,258,483	$	19.22	4.5	$	767
Exercisable, December 31, 2023	1,136,831	$	16.93	4.2	$	767
Vested and expected to vest as of December 31, 2023	1,258,483	$	19.22	4.5	$	767

For the years ended December 31, 2023 and 2022, the estimated weighted-average grant-date fair value of options granted was $2.03 and $3.15 per share, respectively. As of December 31, 2023 and 2022, there was $2.7 million and $9.0 million of unrecognized stock-based compensation expense related to unvested stock options expected to be recognized over a weighted-average period of 1.3 years and 2.0 years, respectively. The total intrinsic value of options exercised during the years ended December 31, 2023 and 2022 was $0.1 million and $4.8 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, 2023 and 2022, were as follows:


	Year Ended December 31,
	2023		2022
Stock price	$3.70 - $5.30		$14.70 - $94.00
Expected volatility	41	%	39 - 41%
Risk-free interest rate	3.75 - 4.28%		1.79 - 3.98%
Expected term	5.84 - 6 years		5.92 - 6 years
Expected dividend yield	—	%	—	%

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.

A summary of the Company’s RSU activity for the years ended December 31, 2023 and 2022, as adjusted to reflect the Reverse Stock Split, is presented below:


	RSU Shares	Weighted Grant Date Fair Value
Outstanding as of December 31, 2021	—	$	—
Granted	537,115	$	25.60
Released	(18,115)	$	23.10
Forfeited	(48,132)	$	26.10
Outstanding as of December 31, 2022	470,868	$	25.66
Granted	489,762	$	10.19
Released	(173,077)	$	25.79
Forfeited	(179,524)	$	14.81
Outstanding as of December 31, 2023	608,029	$	16.36

As of December 31, 2023 and 2022, there was $6.7 million and $9.3 million of unrecognized stock-based compensation expense related to unvested RSUs expected to be recognized over a weighted-average period of 2.0 years and 2.3 years, respectively. The total intrinsic value of RSUs outstanding at December 31, 2023 and 2022, was $1.9 million and $6.0 million, respectively. The Company recognizes forfeitures as they occur.

Performance-based Stock units

For the year ended December 31, 2022, the Company granted 12,300 shares of performance-based stock units (“PSUs”) under the 2022 Plan, with 6,600 shares in the first tranche and 5,700 shares in the second tranche. Each grant consists 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 $150.00 per share or (ii) the Company’s market capitalization exceeds $2.1 billion; and the second tranche to vest if, at the close of regular trading for 20 trading days out of any period of 30 consecutive trading days, either (i) the price of the Company’s common stock exceeds $175.00 per share or (ii) the Company’s market capitalization exceeds $2.5 billion, provided in each case that the applicable stock price or market capitalization goal must be achieved no later than February 10, 2025 for the applicable tranche to vest, and provided further that the vesting of each tranche is subject to the grantee’s continued employment with the Company through the day on which the applicable goal is achieved.

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

The fair value of the PSUs at valuation date was $0.1 million with weighted-average grant date fair value of $9.77, amortizing over a derived service period of 21 and 22 months for each tranche, respectively. As of December 31, 2023, unrecognized stock-based compensation expense related to PSU’s was immaterial, which was expected to be recognized

over a weighted-average period of 1.1 years. Subsequent to December 31, 2023, 5,600 shares of PSUs were cancelled due to resignation of an employee.

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	$	29.80
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, 2023 and 2022, the Company recorded stock-based compensation expense related to options granted to employees and non-employees as follows (in thousands):


	Year Ended December 31,
	2023		2022
Cost of revenue	$	187	$	165
Research and development expense	4,124		4,400
Selling, general and administrative expense	4,261		3,678
Total stock-based compensation expense	$	8,572	$	8,243

The Company capitalized $0.2 million of stock-based compensation expense into inventory for the years ended December 31, 2023 and 2022. There were no modifications during the year ended December 31, 2023. 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.

Related Party Transactions (Details) $ in Thousands, ¥ in Millions			12 Months Ended
	Jan. 19, 2023 USD ($) designee shares	Oct. 27, 2022 USD ($) businessDay	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($) shares	Dec. 21, 2023	Nov. 27, 2022 USD ($)	Oct. 27, 2022 JPY (¥)
Related Party Transaction [Line Items]
Convertible preferred stock, shares issued (in shares) \| shares			100,000	0
Revenues			$ 13,056	$ 7,426
Accounts receivables			$ 3,625	$ 1,301
Customer A \| Revenue Benchmark \| Customer Concentration Risk
Related Party Transaction [Line Items]
Concentration risk			52.00%	43.00%
Affiliated Entity
Related Party Transaction [Line Items]
Proposed percentage of outstanding shares to be acquired					100.00%
Revenues			$ 6,700	$ 3,200
Accounts receivables			$ 2,100	$ 1,000
Affiliated Entity \| Customer A \| Revenue Benchmark \| Customer Concentration Risk
Related Party Transaction [Line Items]
Concentration risk			52.00%	43.00%
Affiliated Entity \| Warrants \| Purchase Agreement
Related Party Transaction [Line Items]
Convertible preferred stock, shares issued (in shares) \| shares	100,000
Consideration received on transaction	$ 100,000
Affiliated Entity \| Secured Term Loan Agreement With Koito
Related Party Transaction [Line Items]
Foreign currency transaction loss			$ (800)	$ (4,300)
Affiliated Entity \| Secured Term Loan Agreement With Koito \| Secured Debt
Related Party Transaction [Line Items]
Interest expense			300	$ 800
Affiliated Entity \| Secured Term Loan Agreement With Koito \| Secured Debt \| Line of Credit
Related Party Transaction [Line Items]
Debt discount						$ 2,000
Affiliated Entity \| Secured Term Loan Agreement With Koito \| Secured Debt \| Secured Debt
Related Party Transaction [Line Items]
Debt instrument, face amount		$ 39,400					¥ 5,800
Interest rate		1.00%					1.00%
Maturity after closing of transaction \| businessDay		3
Debt discount			$ 2,000
Related Party \| Assignment To Board Of Directors
Related Party Transaction [Line Items]
Designees on company's board \| designee	2

Earnout Liability - Narrative (Details) $ / shares in Units, $ in Thousands		12 Months Ended
	Feb. 10, 2022	Dec. 31, 2023 USD ($) tradingDay segment $ / shares shares	Dec. 31, 2022 USD ($)
Earnout Liability (Details) [Line Items]
Period of contingency		3 years
Gain on change in fair value of earnout liability \| $		$ 827	$ 74,078
Earnout liability \| $		$ 93	$ 920
Expected dividend yield	0.00%	0.00%
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		600,000
Class A Stock \| Business Combination \| Share Price One
Earnout Liability (Details) [Line Items]
Exceeds price per share (in Dollars per share) \| $ / shares		$ 150.00
Trading days threshold \| segment		20
Consecutive trading days threshold \| segment		30
Number of shares (in shares) \| shares		700,000
Class A Stock \| Business Combination \| Share Price Two
Earnout Liability (Details) [Line Items]
Exceeds price per share (in Dollars per share) \| $ / shares		$ 175.00

Stock-Based Compensation - Schedule of Valuation Assumptions (Details) - $ / shares		12 Months Ended
	Feb. 10, 2022	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Current stock price (in usd per share)	$ 12.70	$ 3.14
Expected volatility	79.00%	117.00%
Risk-free interest rate	4.42%	5.32%
Expected term	2 years 1 month 6 days	1 year 2 months 12 days
Expected dividend yield	0.00%	0.00%
Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Current stock price (in usd per share)		$ 3.70	$ 14.70
Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Current stock price (in usd per share)		$ 5.30	$ 94.00
Stock Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility		41.00%
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%
Risk-free interest rate		3.75%	1.79%
Expected term		5 years 10 months 2 days	5 years 11 months 1 day
Stock Options \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility			41.00%
Risk-free interest rate		4.28%	3.98%
Expected term		6 years	6 years
Performance Shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Current stock price (in usd per share)		$ 29.80
Expected volatility		74.00%
Risk-free interest rate		2.90%
Expected term		2 years 9 months 18 days
Expected dividend yield		0.00%

Business Combination	12 Months Ended
Business Combination	Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract]
Business Combination	Business Combination On February 10, 2022, the Business Combination was consummated and the following disclosure has been retained from our previously filed Form 10-K for the comparative prior period in 2022. 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). 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 prior to the Business Combination, have been retroactively restated as shares reflecting an exchange ratio of approximately 2.449 (the “Exchange Ratio”). Operations prior to the Business Combination were those of Legacy Cepton in future reports of the combined entity. 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 595,000 shares of common stock at a purchase price of $100.00 per share (as adjusted to reflect the Reverse Stock Split), or an aggregate purchase price of $59.5 million (the “PIPE Investment”). 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 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 during 2022. There were no transaction costs related to the Business Combination recorded during 2023. Transaction Proceeds Upon closing of the Business Combination and PIPE Investment, the Company received gross proceeds of $76.1 million, offset by total transaction costs of $40.7 million.

Fair Value Measurement - Schedule of assets measured at fair value on a recurring basis (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Jan. 04, 2022
Cash equivalents:
Total cash equivalents	$ 33,562	$ 10,437
Short-term investments:
Total short-term investments	5,969	3,703
Total assets measured at fair value	39,531	14,140
Liabilities:
Warrant liability	43	440	$ 1,300
Earnout liability	93	920
Total liabilities measured at fair value	136	1,360
Commercial paper
Short-term investments:
Total short-term investments	5,969
Corporate debt securities
Short-term investments:
Total short-term investments		3,703
Money market funds
Cash equivalents:
Total cash equivalents	33,562	10,437
Level 1
Cash equivalents:
Total cash equivalents	33,562	10,437
Short-term investments:
Total short-term investments	0	0
Total assets measured at fair value	33,562	10,437
Liabilities:
Warrant liability	0	0
Earnout liability	0	0
Total liabilities measured at fair value	0	0
Level 1 \| Commercial paper
Short-term investments:
Total short-term investments	0
Level 1 \| Corporate debt securities
Short-term investments:
Total short-term investments		0
Level 1 \| Money market funds
Cash equivalents:
Total cash equivalents	33,562	10,437
Level 2
Cash equivalents:
Total cash equivalents	0	0
Short-term investments:
Total short-term investments	5,969	3,703
Total assets measured at fair value	5,969	3,703
Liabilities:
Warrant liability	43	440
Earnout liability	0	0
Total liabilities measured at fair value	43	440
Level 2 \| Commercial paper
Short-term investments:
Total short-term investments	5,969
Level 2 \| Corporate debt securities
Short-term investments:
Total short-term investments		3,703
Level 2 \| Money market funds
Cash equivalents:
Total cash equivalents	0	0
Level 3
Cash equivalents:
Total cash equivalents	0	0
Short-term investments:
Total short-term investments	0	0
Total assets measured at fair value	0	0
Liabilities:
Warrant liability	0	0
Earnout liability	93	920
Total liabilities measured at fair value	93	920
Level 3 \| Commercial paper
Short-term investments:
Total short-term investments	0
Level 3 \| Corporate debt securities
Short-term investments:
Total short-term investments		0
Level 3 \| Money market funds
Cash equivalents:
Total cash equivalents	$ 0	$ 0

Prepaid expenses and other current assets (Details) - Schedule of prepaid expense and other current assets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid insurance	$ 365	$ 2,533
Other prepaid expenses	737	1,376
Deferred transaction costs	0	993
Payroll tax receivable	0	865
Other current assets	151	505
Total prepaid expense and other current assets	$ 1,253	$ 6,272

Prepaid expenses and other current assets (Tables)

12 Months Ended

Dec. 31, 2023

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, 2023 and 2022 (in thousands):


	December 31,
	2023		2022
Prepaid insurance	$	365	$	2,533
Other prepaid expenses	737		1,376
Deferred transaction costs	—		993
Payroll tax receivable	—		865
Other current assets	151		505
Total prepaid expense and other current assets	$	1,253	$	6,272

Segments	12 Months Ended
Segments	Dec. 31, 2023
Segment Reporting [Abstract]
Segments	Segments The Company conducts its business in one operating segment that develops and produces lidar sensors for use in Automotive and Smart Infrastructure industries. The Company’s Chief Executive Officer is the chief operating decision maker (“CODM”). The CODM allocates resources and makes operating decisions based on financial information presented on a consolidated basis, accompanied by disaggregated information about sales and gross margin by product group. The profitability of the Company’s product group is not a determining factor in allocating resources and the CODM does not evaluate profitability below the level of the consolidated company. Long-lived assets of the Company located in its country of domicile, the United States, are approximately 100%.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

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

12 Months Ended

Dec. 31, 2023

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 (loss) income per share:


	Year Ended December 31,
	2023	2022
Denominator:
Weighted-average common shares outstanding – Basic	15,776,387	14,691,793
Stock options to purchase common stock and RSUs (1)	—	881,052
Weighted-average common shares outstanding - Diluted	15,776,387	15,572,845


(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,
	2023	2022
Stock options to purchase common stock and RSUs	1,850,720	5,002,191
Preferred Stock on an as-converted basis	4,026,564	—
Total	5,877,284	5,002,191

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
U.S. federal provision (benefit) at statutory rate	21.00%	21.00%
State taxes, net of federal benefit	1.60%	(19.40%)
Other permanent items	(0.60%)	(0.80%)
Stock-based compensation	(2.70%)	4.40%
Research and development credits	1.10%	(8.30%)
Transaction costs	0.00%	(8.20%)
Change in valuation allowance	(21.10%)	183.50%
Remeasurement of earnout liability	0.50%	(172.10%)
Effective tax rate	(0.10%)	0.20%

Segments (Details)	12 Months Ended
Segments (Details)	Dec. 31, 2023 segment
Segments (Details) [Line Items]
Number of operating segments	1
United States
Segments (Details) [Line Items]
Long lived assets, percentage	100.00%

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Legal Proceedings From time to time, the Company may be involved in various legal claims, litigation and other matters that arise in the normal course of its operations. Although there can be no assurances and the outcome of these matters is currently not determinable, the Company currently believes that none of these claims, actions or proceedings are likely to have a material adverse effect on the Company’s financial position. In addition, the Company’s accounting policy is to recognize legal fees as they are incurred. 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 loss contingencies associated with legal claims, actions or litigation as of December 31, 2023 or December 31, 2022. Contract Manufacturer Loss Contingencies As a result of the cancellation of the series production award in December 2023, the Company cancelled production contracts with certain contract manufacturers. This led to the Company’s receipt of project loss claims from contract manufacturers prior to December 31, 2023. The loss claims include item costs for which the Company believes it is not liable based on contractual rights and obligations created by legal agreements with the contract manufacturers. The Company believes that a loss from these specific item costs is reasonably possible but not probable, and as a result no accrual has been made as of December 31, 2023. As of December 31, 2023, the Company estimates the reasonably possible range of loss to be from zero to approximately $1.3 million. The Company will continue to assess the situation with its contract manufacturers and will update its position as needed. Other Contingencies As a result of the series production award cancellation, the Company sent a claim to Koito seeking recovery of a significant amount in project losses. The claim covers costs associated with materials, tooling, engineering, and other related project costs. The Company is seeking recovery during the first quarter of 2024, however a formal recovery timeline has not been agreed to and is unknown at this time. As of December 31, 2023, the Company determined recovery was uncertain and the claim amount was neither estimable, realized nor realizable. Therefore, a gain contingency was not recognized in the Company’s financial statements.

Leases - Narrative (Details)	Dec. 31, 2023
Leases [Abstract]
Lease term	1 year

Revenue

12 Months Ended

Dec. 31, 2023

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,
	2023				2022
	Revenue		% of Revenue		Revenue		% of Revenue
Revenue by country of domicile:
Japan	$	7,020	54	%	$	3,948	53	%
United States	5,459		42	%	2,400		32	%
China	386		3	%	880		12	%
Other	191		1	%	198		3	%
Total	$	13,056	100	%	$	7,426	100	%

As of December 31, 2023 and 2022, the Company had $0.4 million and $0.5 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
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Income Taxes - Schedule of Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Unrecognized tax benefits as of the beginning of the year	$ 4,029	$ 2,569
Increases related to prior year tax provisions	0	244
Increase related to current year tax provisions	1,059	1,216
Unrecognized tax benefits as of the end of the year	$ 5,088	$ 4,029

Earnout Liability (Tables)

12 Months Ended

Dec. 31, 2023

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, 2023			December 31, 2022
Stock price	$	3.14		$	12.70
Expected volatility	117.0		%	79.0		%
Risk-free interest rate	5.32		%	4.42		%
Expected term	1.2 years			2.1 years
Expected dividend yield	0		%	0		%

Inventories - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
Inventories - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Inventory write-down	$ 1.0	$ 0.4

Description of Business and Summary of Significant Accounting Policies - Schedule of Concentration Risk (Details) - Revenue Benchmark - Customer Concentration Risk	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Customer A
Concentration Risk [Line Items]
Concentration risk	52.00%	43.00%
Customer B
Concentration Risk [Line Items]
Concentration risk	29.00%
Customer C
Concentration Risk [Line Items]
Concentration risk		20.00%
Customer D
Concentration Risk [Line Items]
Concentration risk		12.00%

Inventories - Schedule of inventories (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw materials	$ 1,182	$ 1,179
Work-in-process	876	1,141
Finished goods	338	665
Total inventories	$ 2,396	$ 2,985

Leases

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Leases

The Company leases office and manufacturing facilities under non-cancellable operating leases expiring at various dates through April 2028. The Company’s lease agreements do not contain any material terms and conditions of residual value guarantees or material restrictive covenants. The Company adopted ASU 2016-02, Leases (Topic 842) using the modified retrospective method on January 1, 2022.

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 years ended December 31, 2023 and 2022 were as follows (in thousands):


	Year Ended December 31,
	2023		2022
Operating lease cost	$	3,074	$	1,516
Variable lease cost	813		845
Total operating lease cost	$	3,887	$	2,361

Supplemental cash flow information for the years ended December 31, 2023 and 2022 related to leases was as follows (in thousands):


	Year Ended December 31,
	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Cash paid for operating leases included in operating activities	$	2,564	$	1,838
Right of use assets obtained in exchange for lease obligations:
Operating leases	$	11,190	$	1,827

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


	December 31, 2023		December 31, 2022
Operating lease right-of-use assets	$	10,038	$	445
Operating lease liabilities:
Operating lease liabilities, current	$	1,875	$	211
Operating lease liabilities, non-current	8,720		281
Total operating lease liabilities	$	10,595	$	492

The operating lease right-of-use assets were recorded in other assets in the consolidated balance sheets.

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


	December 31, 2023		December 31, 2022
Weighted average remaining lease term	4.27		3.06
Weighted average discount rate	14.48	%	13.78	%

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


Year Ending December 31,
2024	$	3,250
2025	3,328
2026	3,324
2027	3,368
Thereafter	847
Total undiscounted lease payments	$	14,117

Less: Present value adjustment for minimum lease commitments	(3,522)
Net Lease Liabilities	$	10,595

Commitments and Contingencies (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Loss Contingencies [Line Items]
Loss contingency accrual	$ 0	$ 0
Cancellation Of Project Contracts With Manufacturers \| Minimum
Loss Contingencies [Line Items]
Loss contingency accrual	0
Cancellation Of Project Contracts With Manufacturers \| Maximum
Loss Contingencies [Line Items]
Loss contingency accrual	$ 1,300,000

Stock-Based Compensation - Schedule of employee and nonemployee stock option activity (Details) - Stock Options - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Shares
Beginning balance (in shares)	1,426,132	1,664,448
Granted (in shares)	8,500	68,105
Exercised (in shares)	(30,685)	(173,889)
Expired/Forfeited (in shares)	(145,464)	(132,532)
Ending balance (in shares)	1,258,483	1,426,132	1,664,448
Shares, Exercisable (in shares)	1,136,831
Shares, Vested and expected to vest (in shares)	1,258,483
Weighted Average Exercise Price
Beginning balance (in Dollars per share)	$ 21.45	$ 19.10
Granted (in Dollars per share)	4.45	78.00
Exercised (in Dollars per share)	1.00	5.80
Expired/Forfeited (in Dollars per share)	44.02	41.60
Ending balance (in Dollars per share)	19.22	$ 21.45	$ 19.10
Weighted Average Exercise Price, Exercisable (in Dollars per share)	16.93
Vested and expected to vest (in Dollars per share)	$ 19.22
Weighted Average Remaining Contract Term (in years)
Outstanding	4 years 6 months	6 years 6 months	7 years 6 months
Exercisable	4 years 2 months 12 days
Vested and expected to vest	4 years 6 months
Aggregate Intrinsic Value (in thousands)
Outstanding	$ 767	$ 6,486	$ 126,591
Exercisable	767
Vested and expected to vest	$ 767

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2023	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$ (48,546,000)	$ 9,380,000
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization	496,000	344,000
Stock-based compensation	8,572,000	8,243,000
Amortization of right-of-use asset	1,596,000	1,360,000
Amortization, other	347,000	1,721,000
Accretion from short-term investments	(1,157,000)	(80,000)
Gain on change in fair value of earnout liability	(827,000)	(74,078,000)
Gain on change in fair value of warrant liability	(397,000)	(2,875,000)
Impairment loss	387,000	0
Loss from extinguishment of debt	1,123,000	958,000
Foreign currency transaction loss, net	757,000	2,168,000
Other	0	181,000
Changes in operating assets and liabilities:
Accounts receivable, net	(2,324,000)	(801,000)
Inventories	575,000	(448,000)
Prepaid expenses and other current assets	4,032,000	(1,920,000)
Other long-term assets	202,000	(296,000)
Accounts payable	(1,073,000)	(653,000)
Accrued expenses and other current liabilities	1,800,000	99,000
Operating lease liabilities	(1,086,000)	(1,611,000)
Other long-term liabilities	0	311,000
Net cash used in operating activities	(35,523,000)	(57,997,000)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(1,292,000)	(760,000)
Proceeds from sale of property and equipment	36,000	0
Purchases of short-term investments	(37,806,000)	(32,368,000)
Proceeds from sales of short-term investments	0	8,303,000
Proceeds from maturities of short-term investments	36,700,000	23,274,000
Net cash used in investing activities	(2,362,000)	(1,551,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Business Combination and private offering	0	76,107,000
Payments of Business Combination and private offering transaction costs	0	(29,031,000)
Proceeds from issuance of Trinity debt and warrants, net of debt discount	0	9,724,000
Repayment of Trinity debt	0	(10,400,000)
Repayment of secured term loan with Koito	(45,220,000)	0
Proceeds from issuance of secured term loan with Koito	0	39,442,000
Proceeds from issuance of common stock options	31,000	1,008,000
Payment of employee taxes related to vested restricted stock units	(63,000)	0
Proceeds from convertible preferred stock, net of issuance costs	99,884,000	0
Proceeds from issuance of common stock	0	1,700,000
Net cash provided by financing activities	54,632,000	88,550,000
Effect of exchange rate changes on cash	424,000	1,862,000
Net increase in cash, cash equivalents and restricted cash	17,171,000	30,864,000
Cash, cash equivalents and restricted cash, beginning of period	34,518,000	3,654,000
Cash, cash equivalents and restricted cash, end of period	51,689,000	34,518,000
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest	63,000	983,000
Cash paid for income taxes	0	24,000
Transaction costs, accrued but not paid	0	307,000
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION
Purchases of property and equipment in accounts payable	0	85,000
Vesting of early exercised stock options	0	101,000
Right-of-use assets obtained in exchange for new operating lease liabilities	$ 11,190,000	$ 1,827,000

Description of Business and Summary of Significant Accounting Policies - Schedule of total revenue (Details) - Revenue Benchmark - Customer Concentration Risk	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Customer A
Revenue, Major Customer [Line Items]
Concentration risk	52.00%	43.00%
Customer B
Revenue, Major Customer [Line Items]
Concentration risk	29.00%
Customer C
Revenue, Major Customer [Line Items]
Concentration risk		20.00%

Leases (Details) - Schedule of weighted average remaining term and discount rates	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Weighted average remaining lease term	4 years 3 months 7 days	3 years 21 days
Weighted average discount rate	14.48%	13.78%

Accrued Expenses and Other Current Liabilities - Schedule of accrued expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued payroll	$ 878	$ 1,300
Accrued expenses and taxes	2,798	375
Deferred revenue	367	525
Warranty reserve	23	65
Total accrued expenses and other current liabilities	4,066	$ 2,265
Accrual for contractual liabilities from production cancellations	$ 2,200

Leases (Details) - Schedule of supplemental cash flow information - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Cash paid for operating leases included in operating activities	$ 2,564	$ 1,838
Right of use assets obtained in exchange for lease obligations:
Operating leases	$ 11,190	$ 1,827
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Other assets	Other assets

Property and Equipment, Net (Details) - Schedule of property and equipment - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property, and equipment	$ 2,722	$ 1,851
Less: accumulated depreciation and amortization	(1,272)	(869)
Total property and equipment, net	1,450	982
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property, and equipment	2,326	1,445
Automobiles
Property, Plant and Equipment [Line Items]
Property, and equipment	45	101
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, and equipment	235	189
Computer and equipment
Property, Plant and Equipment [Line Items]
Property, and equipment	$ 116	$ 116

Fair Value Measurement

12 Months Ended

Dec. 31, 2023

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, 2023
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	33,562	$	—	$	—	$	33,562
Total cash equivalents	$	33,562	$	—	$	—	$	33,562
Short-term investments:
Commercial paper	$	—	$	5,969	$	—	$	5,969
Total short-term investments	—		5,969		—		5,969
Total assets measured at fair value	$	33,562	$	5,969	$	—	$	39,531

Liabilities:
Warrant liability	$	—	$	43	$	—	$	43
Earnout liability	—		—		93		93
Total liabilities measured at fair value	$	—	$	43	$	93	$	136


	December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	10,437	$	—	$	—	$	10,437
Total cash equivalents	$	10,437	$	—	$	—	$	10,437
Short-term investments:
Corporate debt securities	$	—	$	3,703	$	—	$	3,703
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

Cash equivalents consist 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 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, 2023 (in thousands):


	Year Ended December 31, 2023
Balance as of December 31, 2022	$	920
Gain on change in fair value of earnout liability	(827)
Balance as of December 31, 2023	$	93

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

Fair Value Measurement (Tables)

12 Months Ended

Dec. 31, 2023

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, 2023
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	33,562	$	—	$	—	$	33,562
Total cash equivalents	$	33,562	$	—	$	—	$	33,562
Short-term investments:
Commercial paper	$	—	$	5,969	$	—	$	5,969
Total short-term investments	—		5,969		—		5,969
Total assets measured at fair value	$	33,562	$	5,969	$	—	$	39,531

Liabilities:
Warrant liability	$	—	$	43	$	—	$	43
Earnout liability	—		—		93		93
Total liabilities measured at fair value	$	—	$	43	$	93	$	136


	December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	10,437	$	—	$	—	$	10,437
Total cash equivalents	$	10,437	$	—	$	—	$	10,437
Short-term investments:
Corporate debt securities	$	—	$	3,703	$	—	$	3,703
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

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, 2023 (in thousands):


	Year Ended December 31, 2023
Balance as of December 31, 2022	$	920
Gain on change in fair value of earnout liability	(827)
Balance as of December 31, 2023	$	93

Description of Business and Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Description of Business	Description of Business Cepton, Inc., and its wholly owned subsidiaries (collectively, the “Company”), formerly known as Growth Capital Acquisition Corp. (“GCAC”), was originally incorporated in Delaware on January 4, 2010, under the name PinstripesNYS, Inc. GCAC changed its name to Growth Capital Acquisition Corp. on February 14, 2020. GCAC was a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or other similar business combination with one or more target businesses. On February 2, 2021, the Company consummated its initial public offering (“IPO”), following which its shares began trading on the Nasdaq National Market (“Nasdaq”). On August 4, 2021, GCAC entered into a Business Combination Agreement (as amended, the “Merger Agreement”) with Cepton Technologies, Inc. (“Legacy Cepton”) and GCAC Merger Sub Inc. (“Merger Sub”), a wholly owned subsidiary of GCAC. On February 10, 2022 (the “Closing Date”), the transactions contemplated by the Merger Agreement were consummated (the “Business Combination”). 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.
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, 2023, the Company had cash and cash equivalents of $50.4 million, short-term investment of $6.0 million, and an accumulated deficit of $134.6 million. For the year ended December 31, 2023, the Company incurred an operating loss of $50.7 million and had negative cash flows from operating activities of $35.5 million. The Company is subject to risks and uncertainties frequently encountered by early-stage companies including, but not limited to, the uncertainty of successfully developing its products, securing certain contracts, building its customer base, successfully executing its business and marketing strategy and hiring appropriate personnel. To date, the Company has been funded primarily by equity financings (including the Preferred Stock), convertible promissory notes, the net proceeds it received through the Business Combination, the PIPE Investment and private placements of the Legacy Cepton convertible preferred stock. Failure to generate sufficient revenues, achieve planned gross margins and operating profitability, control operating costs, or secure additional funding may require the Company to modify, delay, or abandon some of its planned future expansion or development, or to otherwise enact operating cost reductions available to management, which could have a material adverse effect on the Company’s business, operating results, financial condition, and ability to achieve its intended business objectives. On September 7, 2023, the Company’s stockholders approved a one-for-ten reverse stock split of the Company’s issued common stock (the “Reverse Stock Split”) and a corresponding reduction in the total number of shares of common stock the Company is authorized to issue (the “Authorized Shares Reduction”). On September 18, 2023, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation to effect the Reverse Stock Split and Authorized Shares Reduction. The Reverse Stock Split and Authorized Shares Reduction became effective on September 21, 2023 (the “Effective Date”). The par value of the Company’s common stock was not adjusted as a result of the Reverse Stock Split. All of the Company’s share numbers, per share amounts, and related stockholders’ equity (deficit) balances presented herein have been retroactively adjusted to reflect the Reverse Stock Split. In addition, the exercise prices, conversion rates and other terms of the Company’s securities that adjusted pursuant to their terms as a result of the Reverse Stock Split have been presented after giving effect to such adjustments.
Concentration of Risk and Supplier Concentrations	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, and corporate debt 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. Supplier Concentrations For the year ended December 31, 2023, three supplier vendors accounted for approximately 62% of total accounts payable. For the year ended December 31, 2022, there was one supplier vendor that accounted for a significant portion of accounts payable.
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 year 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 $1.3 million as of December 31, 2023 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 an office lease agreement that commenced on February 1, 2023 and continues through April 30, 2028. See Note 17 for further information. The Company’s restricted cash is classified as non-current 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 credit losses, and do not bear interest. The Company evaluates the collectability of accounts receivable balances and has determined the allowance for credit losses based on a combination of factors, which include the nature of the relationship and the prior collection experience the Company has with the account and an evaluation for current and projected economic conditions as of the financial statement reporting date. As of December 31, 2023 and 2022, there were no allowances for credit losses.
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, 2023 and 2022. As of December 31, 2022, a portion of the Company’s cash and cash equivalents was denominated in Japanese Yen. In addition, proceeds from the 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. For the year ended December 31, 2023, a net $0.8 million foreign currency transaction loss was recorded in the Company’s consolidated statements of operations and comprehensive income (loss) resulting from the repayment of the Secured Term Loan with Koito
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 years ended December 31, 2023 and December 31, 2022. 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 derived from product sales of lidar sensors to direct customers as well as from customization of our proprietary lidar capabilities for customers’ applications, referred to herein as development revenue. 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, 2023 and 2022, 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 cost of 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, 2023, 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 $0.2 million and $0.4 million for the years ended December 31, 2023 and 2022, 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.
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. As a result of the cancellation of the GM series production award in December 2023, the Company recognized an impairment loss of $0.4 million associated with long-lived assets acquired specifically for production of ADAS lidar sensors. This loss is included within selling, general and administrative expense in the consolidated statement of operations and comprehensive income. No impairment loss was recognized for the year ended December 31, 2022.
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. As of December 31, 2023, the Company held $33.6 million in money market funds and $6.0 million in short-term investments. As of December 31, 2022, the Company held $10.4 million in money market funds and $3.7 million in short-term investments.
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. As a result of the series production award cancellation, the Company received loss claims from contract manufacturers that include item costs for which the Company believes it is not liable. The Company believes a loss from these specific item costs is reasonably possible but not probable, and therefore no accrual has been made as of December 31, 2023. No material liabilities for loss contingencies were accrued as of December 31, 2022. Refer to Note 17 for more information.
Recently Adopted and Issued Accounting Pronouncements	Recently Adopted Accounting Pronouncements 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 convertible instruments by reducing the number of accounting models available for convertible debt instruments and convertible preferred stock. This update also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. The update also requires entities to provide expanded disclosures about the terms and features of convertible instruments, how the instruments have been reported in the entity’s financial statements, and information about events, conditions, and circumstances that can affect how to assess the amount or timing of an entity’s future cash flows related to those instruments. The guidance is effective for interim and annual periods beginning after December 15, 2023 for smaller reporting companies. The Company adopted this standard on January 1, 2024 and the adoption of the standard is not expected to have any material impact to its consolidated financial statements and related disclosures. 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. The Company adopted this standard on January 1, 2023 using the modified retrospective method, and the adoption of the standard did not have any material impacts to its consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance will be effective for the annual periods beginning the year ended December 31, 2024, and for interim periods beginning January 1, 2025. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting this new pronouncement on its consolidated financial statements disclosures.

Description of Business and Summary of Significant Accounting Policies - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Cash and cash equivalents	$ 50,406	$ 31,953
Restricted cash	1,283	2,565
Total cash, cash equivalents and restricted cash	$ 51,689	$ 34,518	$ 3,654

Revenue (Tables)

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Schedule of total revenue disaggregated by geographic region


	Year Ended December 31,
	2023				2022
	Revenue		% of Revenue		Revenue		% of Revenue
Revenue by country of domicile:
Japan	$	7,020	54	%	$	3,948	53	%
United States	5,459		42	%	2,400		32	%
China	386		3	%	880		12	%
Other	191		1	%	198		3	%
Total	$	13,056	100	%	$	7,426	100	%

Convertible Preferred Stock	12 Months Ended
Convertible Preferred Stock	Dec. 31, 2023
Temporary Equity [Abstract]
Convertible Preferred Stock	Convertible Preferred Stock Convertible Preferred Stock Prior to Business Combination 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. Upon the closing of the Business Combination on February 10, 2022, each share of convertible preferred stock issued and outstanding was converted into shares of common stock at the Exchange Ratio. 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. Convertible Preferred Stock with Koito On October 27, 2022, the Company entered into the Investment Agreement with Koito pursuant to which, among other things, at the closing of the transactions, and based on the terms and subject to the conditions set forth therein, the Company issued and sold to Koito, 100,000 shares of Series A Convertible Preferred Stock, par value $0.00001 per share (the “Preferred Stock”), for a purchase price of $100.0 million (the “Initial Liquidation Preference”). The issuance and sale of the Preferred Stock and related matters were approved by the Company’s stockholders on January 11, 2023, and the Preferred Stock issued to Koito on January 19, 2023. In connection with the issuance of the Preferred Stock, the Company incurred direct and incremental expenses of $1.1 million, comprised of transaction fees, and financial advisory and legal expenses, which reduced the carrying value of the Preferred Stock. As of December 31, 2023, the Company had authorized 5,000,000 shares of preferred stock, each with par value of $0.00001. As of December 31, 2023, there were 100,000 shares of preferred stock issued and outstanding. Dividend Provisions The Preferred Stock ranks senior to the Company’s common stock with respect to payment of dividends and rights on the distribution of assets on any liquidation, dissolution or winding up of the affairs of the Company and ranks junior to all secured and unsecured indebtedness. The Preferred Stock has an Initial Liquidation Preference of $100.0 million, representing an aggregate Liquidation Preference (as defined below) of $100.0 million upon issuance. At the Company’s election, the Preferred Stock carries a 4.25% per annum dividend if paid in kind or a 3.25% per annum dividend if paid in cash, in each case payable quarterly in arrears. Holders of the Preferred Stock are entitled to the dividend regardless of whether declared by the Company’s board of directors. Such dividends shall accrue and compound quarterly in arrears from the date of issuance of the shares. The Preferred Stock is also entitled to fully participate in any dividends paid to the holders of common stock in cash, in stock or otherwise, on an as-converted basis. Liquidation Rights In the event of any Liquidation, holders of the Preferred Stock are entitled to receive an amount per share equal to the greater of (1) the Initial Liquidation Preference per share plus any accrued or declared but unpaid dividends on such shares (the “Liquidation Preference”) or (2) the amount payable if the Preferred Stock were converted into common stock. The Preferred Stock will have distribution and liquidation rights senior to all other equity interests of the Company. As of December 31, 2023, the Liquidation Preference of the Preferred Stock was $104.1 million. Conversion Feature The Preferred Stock may be converted, at any time in whole or in part at the option of the holder, beginning on January 19, 2024, into shares of the Company’s common stock equal to the quotient obtained by dividing the sum of the Liquidation Preference by the conversion price of $25.85 (the “Conversion Price”), as adjusted to reflect the Reverse Stock Split. Anti-Dilution Provisions The Conversion Price of the Preferred Stock has customary anti-dilution provisions for stock splits, stock dividends, sales of shares through a tender or exchange offer, including under the Purchase Agreement with Lincoln Park (as defined below), subject to customary exceptions for issuances pursuant to current or future equity-based incentive plans or arrangements (including upon the exercise of employee stock options). Optional Redemption The Company has the option, upon 30 days’ advance notice, to (A) repurchase all (but not less than all) of the outstanding Preferred Stock held by Koito or a Permitted Transferee (as defined in the Investment Agreement) on or after the second anniversary of the closing occurring after the end of the applicable fiscal year for which the Company has recorded positive net income, if the Company has recorded positive net income pursuant to GAAP in its audited financial statements for any fiscal year the end date of which falls after the fifth anniversary of the closing and (B) all or any portion of the outstanding Preferred Stock not held by Koito or a Permitted transferee any time after the seventh anniversary of the closing. Fundamental Change Put Right Upon occurrence of a fundamental change event, each holder of outstanding shares of the Preferred Stock has the right to require the Company to repurchase any or all of their Preferred Stock at a purchase price per share equal to the Liquidation Preference or in lieu of a repurchase, elect to convert the Preferred Stock into the Company’s common stock equal to the quotient obtained by dividing 110% of the Liquidation Preference by the Conversion Price. A fundamental change is defined as either the direct or indirect sale, or other disposition of all or substantially all assets of the Company and its subsidiaries to any third party or the consummation of any transaction, the result of which is that any third party or group of third parties become the beneficial owner of more than 50% of the voting power of the Company. Solely with respect to shares held by Koito, the definition of a fundamental change is expanded to include agreements entered by the Company to issue equity exceeding 10% of the Company’s common stock, or any strategic alliance partnership, or joint venture agreement to a third party deemed to be a competitor with Koito (subject to certain exceptions).

Convertible Preferred Stock - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions	Jan. 19, 2023	Oct. 27, 2022	Dec. 31, 2023	Dec. 31, 2022	Feb. 09, 2022	Dec. 31, 2021
Temporary Equity [Line Items]
Convertible preferred stock, par value (in Dollars per share)			$ 0.00001	$ 0.00001	$ 0.00001
Convertible preferred stock, shares issued (in shares)			100,000	0
Convertible preferred stock, aggregate liquidation preference				$ 104.1
Issuance of stock, transaction fees, financial advisory and legal expenses	$ 1.1
Convertible preferred stock, shares outstanding (in shares)			100,000	0		5,307,857
Convertible preferred stock, shares authorized (in shares)			5,000,000
Optional redemption, repurchase notification period		30 days
Preferred Stock, Put Right, Conversion Percentage		110.00%
Preferred Stock, Fundamental Change, Voting Power		50.00%
Preferred Stock, Fundamental Change, Agreements Exceeding Percent		10.00%
Convertible Preferred Stock
Temporary Equity [Line Items]
Convertible preferred stock, aggregate liquidation preference			$ 104.1
Convertible Preferred Stock \| Purchase Agreement
Temporary Equity [Line Items]
Preferred stock, paid-in-kind, dividend rate	4.25%
Preferred stock, dividend rate	3.25%
Conversion price (in Dollars per share)	$ 25.85
Convertible Preferred Stock \| Affiliated Entity \| Purchase Agreement
Temporary Equity [Line Items]
Convertible preferred stock, par value (in Dollars per share)	$ 0.00001
Convertible preferred stock, shares issued (in shares)	100,000
Convertible preferred stock, aggregate liquidation preference		$ 100.0

Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Total revenue	$ 13,056	$ 7,426
Cost of Revenues	9,506	7,232
Gross profit	3,550	194
Operating expenses:
Research and development	29,879	33,013
Selling, general and administrative	24,374	28,629
Total operating expenses	54,253	61,642
Operating loss	(50,703)	(61,448)
Other income (expense):
Gain on change in fair value of earnout liability	827	74,078
Gain on change in fair value of warrant liability	397	2,875
Foreign currency transaction loss, net	(757)	(2,168)
Loss on extinguishment of debt	(1,123)	(958)
Other income (expense), net	37	(472)
Interest (expense) income, net	2,792	(2,511)
(Loss) income before income taxes	(48,530)	9,396
Provision for income taxes	(16)	(16)
Net (loss) income	$ (48,546)	$ 9,380
Net income (loss) per share, basic (in Dollars per share)	$ (3.08)	$ 0.64
Net income (loss) per share, diluted (in Dollars per share)	$ (3.08)	$ 0.60
Weighted-average common shares, basic (in shares)	15,776,387	14,691,793
Weighted-average common shares, diluted (in Shares)	15,776,387	15,572,845
Net (loss) income	$ (48,546)	$ 9,380
Other comprehensive income (loss), net of tax:
Changes in unrealized gain (loss) on available-for-sale securities	2	(6)
Foreign currency translation adjustments	19	(317)
Total other comprehensive loss, net of tax	21	(323)
Comprehensive (loss) income	(48,525)	9,057
Lidar sensor and prototype revenue
Revenue	10,270	5,616
Cost of Revenues	8,939	6,383
Development revenue
Revenue	2,786	1,810
Cost of Revenues	$ 567	$ 849

Debt (Details) $ / shares in Units, $ in Thousands, ¥ in Millions				12 Months Ended
	Nov. 07, 2022	Oct. 27, 2022 USD ($) businessDay	Jan. 04, 2022 USD ($) $ / shares shares	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Oct. 27, 2022 JPY (¥)
Short-Term Debt [Line Items]
Aggregate warrants to purchase of shares (in shares) \| shares			96,998
Warrant liability			$ 1,300	$ 43	$ 440
Loss on extinguishment of debt				1,123	958
Secured Term Loan Agreement With Koito \| Affiliated Entity
Short-Term Debt [Line Items]
Foreign currency transaction loss				800	4,300
Secured Debt \| Secured Term Loan Agreement With Koito \| Affiliated Entity
Short-Term Debt [Line Items]
Interest expense				300	800
Loss on extinguishment of debt				1,100
Secured Debt \| Secured Term Loan Agreement With Koito \| Secured Debt \| Affiliated Entity
Short-Term Debt [Line Items]
Debt instrument, face amount		$ 39,400				¥ 5,800
Interest rate		1.00%				1.00%
Debt discount				$ 2,000
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
Warrant liability			$ 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%
End of term payment	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 \| Affiliated Entity
Short-Term Debt [Line Items]
Loan maturity, after investment agreement close \| businessDay		3

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Schedule of components of lease expense

The components of lease expense for the years ended December 31, 2023 and 2022 were as follows (in thousands):


	Year Ended December 31,
	2023		2022
Operating lease cost	$	3,074	$	1,516
Variable lease cost	813		845
Total operating lease cost	$	3,887	$	2,361

Schedule of supplemental cash flow information

Supplemental cash flow information for the years ended December 31, 2023 and 2022 related to leases was as follows (in thousands):


	Year Ended December 31,
	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Cash paid for operating leases included in operating activities	$	2,564	$	1,838
Right of use assets obtained in exchange for lease obligations:
Operating leases	$	11,190	$	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, 2023		December 31, 2022
Operating lease right-of-use assets	$	10,038	$	445
Operating lease liabilities:
Operating lease liabilities, current	$	1,875	$	211
Operating lease liabilities, non-current	8,720		281
Total operating lease liabilities	$	10,595	$	492

Schedule of weighted average remaining term and discount rates

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


	December 31, 2023		December 31, 2022
Weighted average remaining lease term	4.27		3.06
Weighted average discount rate	14.48	%	13.78	%

Schedule of maturities of lease liabilities

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


Year Ending December 31,
2024	$	3,250
2025	3,328
2026	3,324
2027	3,368
Thereafter	847
Total undiscounted lease payments	$	14,117

Less: Present value adjustment for minimum lease commitments	(3,522)
Net Lease Liabilities	$	10,595

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events The Company has evaluated subsequent events from the balance sheet date through March 29, 2024, the issuance date of the consolidated financial statements. New Series Production In March 2024, Cepton, alongside its tier 1 partner, Koito, were notified of a new series production; however, the details have not yet been finalized.

Description of Business and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Description of Business and Summary of Significant Accounting Policies

Description of Business

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

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, 2023, the Company had cash and cash equivalents of $50.4 million, short-term investment of $6.0 million, and an accumulated deficit of $134.6 million. For the year ended December 31, 2023, the Company incurred an operating loss of $50.7 million and had negative cash flows from operating activities of $35.5 million.

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

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

On September 7, 2023, the Company’s stockholders approved a one-for-ten reverse stock split of the Company’s issued common stock (the “Reverse Stock Split”) and a corresponding reduction in the total number of shares of common stock the Company is authorized to issue (the “Authorized Shares Reduction”). On September 18, 2023, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation to effect the Reverse Stock Split and Authorized Shares Reduction. The Reverse Stock Split and Authorized Shares Reduction became effective on September 21, 2023 (the “Effective Date”). The par value of the Company’s common stock was not adjusted as a result of the Reverse Stock Split. All of the Company’s share numbers, per share amounts, and related stockholders’ equity (deficit) balances presented herein have been retroactively adjusted to reflect the Reverse Stock Split. In addition, the exercise prices, conversion rates and other terms of the Company’s

securities that adjusted pursuant to their terms as a result of the Reverse Stock Split have been presented after giving effect to such adjustments.

Concentration of Risk

Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments, and accounts receivable. The Company maintains a substantial portion of its cash and cash equivalents and short-term investments in money market funds, commercial paper, and corporate debt 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, 2023 and December 31, 2022, three and two 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,
	2023		2022
Customer A	52	%	43	%
Customer B	29	%	N/A
Customer C	N/A		20	%
Customer D	N/A		12	%

Supplier Concentrations

For the year ended December 31, 2023, three supplier vendors accounted for approximately 62% of total accounts payable. For the year ended December 31, 2022, there was one supplier vendor 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 year 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 $1.3 million as of December 31, 2023 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 an office lease agreement that commenced on February 1, 2023 and continues through April 30, 2028. See Note 17 for further information.

The Company’s restricted cash is classified as non-current 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, 2023 and 2022 (in thousands):


	December 31,
	2023		2022
Cash and cash equivalents	$	50,406	$	31,953
Restricted cash	1,283		2,565
Total cash, cash equivalents and restricted cash	$	51,689	$	34,518

Accounts Receivable

Trade accounts receivable are recorded at the invoiced amount, net of any allowance for credit losses, and do not bear interest. The Company evaluates the collectability of accounts receivable balances and has determined the allowance for credit losses based on a combination of factors, which include the nature of the relationship and the prior collection experience the Company has with the account and an evaluation for current and projected economic conditions as of the financial statement reporting date. As of December 31, 2023 and 2022, there were no allowances for credit losses.

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, 2023 and 2022.

As of December 31, 2022, a portion of the Company’s cash and cash equivalents was denominated in Japanese Yen. In addition, proceeds from the 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. For the year ended December 31, 2023, a net $0.8 million foreign currency transaction loss was recorded in the Company’s consolidated statements of operations and comprehensive income (loss) resulting from the repayment of the Secured Term Loan with Koito.

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 years ended December 31, 2023 and December 31, 2022. 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 derived from product sales of lidar sensors to direct customers as well as from customization of our proprietary lidar capabilities for customers’ applications, referred to herein as development revenue. 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, 2023 and 2022, 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 cost of 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, 2023, 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 $0.2 million and $0.4 million for the years ended December 31, 2023 and 2022, 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.

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. As a result of the cancellation of the GM series production award in December 2023, the Company recognized an impairment loss of $0.4 million associated with long-lived assets acquired specifically for production of ADAS lidar sensors. This loss is included within selling, general and administrative expense in the consolidated statement of operations and comprehensive income. No impairment loss was recognized for the year ended December 31, 2022.

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, 2023, the Company held $33.6 million in money market funds and $6.0 million in short-term investments. As of December 31, 2022, the Company held $10.4 million in money market funds and $3.7 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. As a result of the series production award cancellation, the Company received loss claims from contract manufacturers that include item costs for which the Company believes it is not liable. The Company believes a loss from these specific item costs is reasonably possible but not probable, and therefore no accrual has been made as of December 31, 2023. No material liabilities for loss contingencies were accrued as of December 31, 2022. Refer to Note 17 for more information.

Recently Adopted Accounting Pronouncements

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 convertible instruments by reducing the number of accounting models available for convertible debt instruments and convertible preferred stock. This update also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. The update also requires entities to provide expanded disclosures about the terms and features of convertible instruments, how the instruments have been reported in the entity’s financial statements, and information about events, conditions, and circumstances that can affect how to assess the amount or timing of an entity’s future cash flows related to those instruments. The guidance is effective for interim and annual periods beginning after December 15, 2023 for smaller reporting companies. The Company adopted this standard on January 1, 2024 and the adoption of the standard is not expected to have any material impact to its consolidated financial statements and related disclosures.

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

Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance will be effective for the annual periods beginning the year ended December 31, 2024, and for interim periods beginning January 1, 2025. Early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting this new pronouncement on its consolidated financial statements disclosures.

Stockholders’ Equity (Deficit) (Details) $ / shares in Units, $ in Millions		12 Months Ended
	Nov. 24, 2021 USD ($) salesPrice salesPriceDay shares	Dec. 31, 2023 USD ($) vote $ / shares shares	Dec. 31, 2022 $ / shares shares
Stockholders’ Equity (Deficit) (Details) [Line Items]
Common stock vote per share \| vote		1
Common stock, shares authorized (in shares)		35,000,000
Common stock, par value (in Dollars per share) \| $ / shares		$ 0.00001	$ 0.00001
Common stock, outstanding (in shares)		15,861,494	15,674,781
Common stock, shares issued (in shares)		15,861,494	15,674,781
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
Shares issued in transaction (in shares)		114,251	114,251
Commitment fee obligation period	180 days
Class A Stock
Stockholders’ Equity (Deficit) (Details) [Line Items]
Common stock, shares authorized (in shares)		35,000,000
Class A Stock \| Purchase Agreement
Stockholders’ Equity (Deficit) (Details) [Line Items]
Shares issued in transaction (in shares)	5,000
Additional shares issued in transaction (in shares)	15,000
Class F Stock
Stockholders’ Equity (Deficit) (Details) [Line Items]
Vesting interest period		4 years

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net (loss) income	$ (48,546)	$ 9,380

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
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-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147483443/250-10-50-9

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 13: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
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-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480167/946-830-55-10

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Paragraph 7
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-URI https://asc.fasb.org//1943274/2147483581/946-220-45-7

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef
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+ Details

Warrants	12 Months Ended
Warrants	Dec. 31, 2023
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. The terms of outstanding warrants and equity-based awards (including exercise price and number of shares issuable thereunder) were proportionately adjusted to reflect the Reverse Stock Split. The as-adjusted terms of the Public Warrants provide that every ten shares of common stock that could have been purchased pursuant to the exercise of warrants prior to the Effective Date represent one share of common stock that may be purchased pursuant to such warrants following the Effective Date. The exercise price for each warrant following the Effective Date equals the product of 10 multiplied by the exercise price prior to the Effective Date; accordingly, the exercise price for the Company’s warrants is $115.00 per share following the Effective Date. The Public Warrants may be exercised only for a whole number of shares of common stock. The Public Warrants will expire five years after the completion of the Business Combination, or earlier upon redemption or liquidation. The Public Warrants are listed on Nasdaq under the symbol “CPTNW”. The Company may redeem the Public Warrants when exercisable, in whole and not in part, at a price of $0.01 per warrant, so long as the Company provides not less than 30 days’ prior written notice of redemption to each warrant holder, and only if the reported last sale of common stock equals or exceeds $180.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrant holders. Simultaneously with GCAC’s 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, including with respect to the Reverse Stock Split adjustments described above, except that the Private Placement Warrants are non-redeemable so long as they are held by the initial purchasers or such purchaser’s permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company concluded the Private Placement Warrants meet the criteria for liability classification due to the existence of a settlement provision that adjusts the settlement amount based on who the holder of the warrant is (i.e., permitted vs. non-permitted transferees). This provision causes the Private Placement Warrants to not be indexed to the Company’s own shares, resulting in liability classification. Upon consummation of the Business Combination, the fair value of the Private Placement Warrants was recorded at a value of approximately $2.6 million. The fair value of the Private Placement Warrants was immaterial on December 31, 2023. For the year ended December 31, 2023 , the Company recorded a gain of $0.4 million and in the consolidated statement of operations and comprehensive income (loss) for the change in fair value of the liability. 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 (which was repaid in February 2020). In connection with the 2019 Loan Agreement, Legacy Cepton issued detachable warrants (“SVB warrants”) to purchase an aggregate of 60,000 shares of Legacy Cepton’s common stock. Immediately prior to the consummation of the Business Combination, the SVB warrants were net exercised and subsequently converted into shares of common stock of the Company. On January 4, 2022, in connection with the Trinity Loan Agreement, Legacy Cepton issued a warrant to purchase 96,998 shares of Legacy Cepton’s 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 Trinity warrants were net exercised and subsequently converted into 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).

Earnout Liability

12 Months Ended

Dec. 31, 2023

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 $150.00 per share for any 20 trading days within any consecutive 30-trading day period that occurs after February 10, 2022 and on or prior to February 10, 2025, 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 700,000 shares.


(b)			If the closing share price of the Company’s common stock equals or exceeds $175.00 per share for any 20 trading days within any consecutive 30-trading day period that occurs after February 10, 2022 and on or prior to February 10, 2025, the Company will issue to each holder of common stock that is entitled to Earnout Shares a number of shares of common stock equal to such holder’s pro rata portion of 600,000 shares.

The Company concluded the Earnout Shares meet the criteria for liability classification due to the existence of contingent settlement provisions that could result in holders receiving differing amounts of shares depending on the Company’s stock price or the price paid in a change of control. Because the settlement is not solely determined by the share price of the Company (that is, the share price observed in or implied by a qualifying change-in-control event), but also by the occurrence of a qualifying change-in-control event, this causes the Earnout Shares to not be indexed to the Company’s own shares, resulting in liability classification. Upon the closing of the Business Combination, the Company recorded these instruments as liabilities on the 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, 2023			December 31, 2022
Stock price	$	3.14		$	12.70
Expected volatility	117.0		%	79.0		%
Risk-free interest rate	5.32		%	4.42		%
Expected term	1.2 years			2.1 years
Expected dividend yield	0		%	0		%

Stock price: the stock price was based on the closing price as of the valuation date, as adjusted to reflect the Reverse Stock Split.

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.

For the year ended December 31, 2023, the Company recorded a gain of $0.8 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, 2023, the balance of the earnout liability was approximately $0.1 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.

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Net operating loss carryforward	$ 33,441	$ 28,199
Section 174 capitalized research and development expenses	8,851	5,489
Research and development credits	6,765	5,319
Operating lease liabilities	2,263	107
Stock-based compensation	1,592	1,373
Other	616	769
Total deferred tax assets	53,528	41,256
Valuation allowance	(51,384)	(41,159)
Total deferred tax assets	2,144	97
Deferred Tax Liabilities, Leasing Arrangements	2,144	97
Deferred tax liabilities:
Total deferred tax liabilities	(2,144)	(97)
Net deferred tax assets (liabilities)	$ 0	$ 0

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Contingency [Line Items]
Valuation balance allowance increase	$ 10,200	$ 17,300
Operating loss carryforwards, expiration period	20 years
Unrecognized tax benefits	$ 5,088	4,029	$ 2,569
Domestic Tax Authority
Income Tax Contingency [Line Items]
Operating loss carryforwards	144,900	119,800
Domestic Tax Authority \| Research Tax Credit Carryforward
Income Tax Contingency [Line Items]
Tax credit carryforwards	5,800	4,300
Domestic Tax Authority \| Operating Loss Carryforward Through 2037
Income Tax Contingency [Line Items]
Operating loss carryforwards	7,600	7,600
State and Local Jurisdiction
Income Tax Contingency [Line Items]
Operating loss carryforwards	44,700	46,400
State and Local Jurisdiction \| Research Tax Credit Carryforward
Income Tax Contingency [Line Items]
Tax credit carryforwards	$ 6,900	$ 5,800

Leases (Details) - Schedule of components of lease expense - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Operating lease cost	$ 3,074	$ 1,516
Variable lease cost	813	845
Total operating lease cost	$ 3,887	$ 2,361

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, 2023
Disclosure Of Earnout Liability [Abstract]
Current stock price (in usd per share)	$ 12.70	$ 3.14
Expected volatility	79.00%	117.00%
Risk-free interest rate	4.42%	5.32%
Expected term	2 years 1 month 6 days	1 year 2 months 12 days
Expected dividend yield	0.00%	0.00%
Period of contingency		3 years

Cover Page - USD ($) $ in Millions	12 Months Ended
Cover Page - USD ($) $ in Millions	Dec. 31, 2023	Mar. 08, 2024	Jun. 30, 2023
Entity Listings [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
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	false
Entity Shell Company	false
Entity Public Float			$ 40.8
Entity Common Stock, Shares Outstanding		15,920,917
Entity Central Index Key	0001498233
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false
Document Financial Statement Error Correction [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 $115.00 per share, subject to adjustment
Trading Symbol	CPTNW
Security Exchange Name	NASDAQ

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

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, 2023 and 2022, as adjusted to reflect the Reverse Stock Split, 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, 2021	1,664,448	$	19.10	7.5	$	126,591
Granted	68,105	78.00
Exercised	(173,889)	5.80
Expired/Forfeited	(132,532)	41.60
Outstanding as of December 31, 2022	1,426,132	$	21.45	6.5	$	6,486
Granted	8,500	4.45
Exercised	(30,685)	1.00
Expired/Forfeited	(145,464)	44.02
Outstanding as of December 31, 2023	1,258,483	$	19.22	4.5	$	767
Exercisable, December 31, 2023	1,136,831	$	16.93	4.2	$	767
Vested and expected to vest as of December 31, 2023	1,258,483	$	19.22	4.5	$	767

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, 2023 and 2022, were as follows:


	Year Ended December 31,
	2023		2022
Stock price	$3.70 - $5.30		$14.70 - $94.00
Expected volatility	41	%	39 - 41%
Risk-free interest rate	3.75 - 4.28%		1.79 - 3.98%
Expected term	5.84 - 6 years		5.92 - 6 years
Expected dividend yield	—	%	—	%

Summary of RSU activity

A summary of the Company’s RSU activity for the years ended December 31, 2023 and 2022, as adjusted to reflect the Reverse Stock Split, is presented below:


	RSU Shares	Weighted Grant Date Fair Value
Outstanding as of December 31, 2021	—	$	—
Granted	537,115	$	25.60
Released	(18,115)	$	23.10
Forfeited	(48,132)	$	26.10
Outstanding as of December 31, 2022	470,868	$	25.66
Granted	489,762	$	10.19
Released	(173,077)	$	25.79
Forfeited	(179,524)	$	14.81
Outstanding as of December 31, 2023	608,029	$	16.36

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	$	29.80
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, 2023 and 2022, the Company recorded stock-based compensation expense related to options granted to employees and non-employees as follows (in thousands):


	Year Ended December 31,
	2023		2022
Cost of revenue	$	187	$	165
Research and development expense	4,124		4,400
Selling, general and administrative expense	4,261		3,678
Total stock-based compensation expense	$	8,572	$	8,243

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 50,406	$ 31,953
Short-term investments	5,969	3,703
Accounts receivable, net of allowance for credit losses of $0 and $0, respectively	3,625	1,301
Inventories	2,396	2,985
Prepaid expenses and other current assets	1,253	6,272
Total current assets	63,649	46,214
Property and equipment, net	1,450	982
Restricted cash	1,283	2,565
Other assets	10,067	555
Total assets	76,449	50,316
Current liabilities:
Accounts payable	1,128	1,979
Operating lease liabilities, current	1,875	211
Accrued expenses and other current liabilities	4,066	2,265
Short-term debt	0	42,587
Total current liabilities	7,069	47,042
Warrant liability	43	440
Earnout liability	93	920
Operating lease liabilities, non-current	8,720	281
Total liabilities	15,925	48,683
Commitments and contingencies (Note 17)
Convertible preferred stock:
Convertible preferred stock – Par value $0.00001 per share – 5,000,000 shares authorized at December 31, 2023 and 2022; 100,000 shares issued and outstanding at December 31, 2023 (aggregate liquidation preference of $104.1 million at December 31, 2023; no shares issued and outstanding at December 31, 2022;	98,891	0
Stockholders’ equity (deficit):
Common stock – Par value $0.00001 per share – 35,000,000 shares authorized at December 31, 2023 and 2022; 15,861,494 and 15,674,781 shares issued and outstanding at December 31, 2023 and 2022, respectively	0	0
Additional paid-in capital	96,583	88,058
Accumulated other comprehensive income	(345)	(366)
Accumulated deficit	(134,605)	(86,059)
Total stockholders’ equity (deficit)	(38,367)	1,633
Total liabilities, convertible preferred stock and stockholders’ equity (deficit)	$ 76,449	$ 50,316

Description of Business and Summary of Significant Accounting Policies - Narrative (Details)		12 Months Ended
	Sep. 07, 2023	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Cash and cash equivalents		$ 50,406,000	$ 31,953,000
Short-term investments		5,969,000	3,703,000
Accumulated deficit		134,605,000	86,059,000
Operating Income (Loss)		(50,703,000)	(61,448,000)
Cash flows from operating activities		(35,523,000)	(57,997,000)
Stock split, conversion ratio	0.1
Restricted cash		1,283,000	2,565,000
Foreign currency transaction loss, net		$ (757,000)	(2,168,000)
Product warranty, term		1 year
Advertising		$ 200,000	400,000
Impairment loss		387,000	0
Cash, cash equivalents and short-term investments, fair value		33,562,000	10,437,000
Loss contingency accrual		$ 0	0
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 funds
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Cash, cash equivalents and short-term investments, fair value		$ 33,562,000	$ 10,437,000
Vendor One \| Accounts Payable \| Customer Concentration Risk
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Concentration risk		62.00%
Customer A \| Revenue Benchmark \| Customer Concentration Risk
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Concentration risk		52.00%	43.00%

Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Accounts receivable, allowance for doubtful accounts	$ 0	$ 0
Convertible preferred stock, par value (in Dollars per share)	$ 0.00001	$ 0.00001
Convertible preferred stock, shares authorized (in shares)	5,000,000
Convertible preferred stock, shares issued (in shares)	100,000	0
Convertible preferred stock, shares outstanding (in shares)	100,000	0
Convertible preferred stock, aggregate liquidation preference		$ 104,100
Common stock, par value (in Dollars per share)	$ 0.00001	$ 0.00001
Common stock, shares authorized (in shares)	35,000,000
Common stock, shares issued (in shares)	15,861,494	15,674,781
Common stock, outstanding (in shares)	15,861,494	15,674,781

Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Current:
Federal	$ 0	$ 0
State	0	0
Foreign	16	16
Total Current	16	16
Deferred:
Federal	0	0
State	0	0
Foreign	0	0
Total Deferred	0	0
Provision for income taxes	$ 16	$ 16

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, 2023	Dec. 31, 2022
Earnings Per Share [Abstract]
Weighted-average common shares, basic (in shares)	15,776,387	14,691,793
Stock options to purchase common stock and RSUs (in shares)	0	881,052
Weighted-average common shares outstanding - Diluted (in shares)	15,776,387	15,572,845
Weighted average unvested shares (in shares)		9,083

Revenue - Narrative (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Contract liabilities	$ 400,000	$ 500,000
Contract assets	$ 0	$ 0

Income Taxes - Schedule of Income Before Income Tax, Domestic and Foreign (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Domestic	$ (48,606)	$ 9,620
Foreign	76	(224)
(Loss) income before income taxes	$ (48,530)	$ 9,396

- 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
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(11))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479557/942-235-S99-1

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 25
-Paragraph 1
-SubTopic 20
-Topic 940
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481913/940-20-25-1

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

Inventories

12 Months Ended

Dec. 31, 2023

Inventory Disclosure [Abstract]

Inventories

Inventories consist of the following as of December 31, 2023 and 2022 (in thousands):


	December 31,
	2023		2022
Raw materials	$	1,182	$	1,179
Work-in-process	876		1,141
Finished goods	338		665
Total inventories	$	2,396	$	2,985

Inventories are carried and depicted above at the lower of cost or net realizable value. For the years ended December 31, 2023 and 2022, the Company had write-downs of $1.0 million and $0.4 million, respectively.

Fair Value Measurement - Schedule of Changes in Fair Value of Earnout Liability (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Gain on change in fair value of earnout liability	$ (827)	$ (74,078)
Earnout Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance as of December 31, 2022	93	$ 920
Gain on change in fair value of earnout liability	(827)
Balance as of December 31, 2023	$ 920

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, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 8,572	$ 8,243
Cost of revenue
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	187	165
Research and development expense
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	4,124	4,400
Selling, general and administrative expense
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 4,261	$ 3,678

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
-Subparagraph (a)(1)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Section 50
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-Subparagraph (f)(2)(iv)
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Section 50
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-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

+ Details

Basic and Diluted Net Income (Loss) Per Share - Schedule of diluted net income (loss) per share (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of EPS (in shares)	5,877,284	5,002,191
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)	1,850,720	5,002,191
Preferred Stock on an as-converted basis
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of EPS (in shares)	4,026,564	0

Debt	12 Months Ended
Debt	Dec. 31, 2023
Debt Disclosure [Abstract]
Debt	Debt Trinity Loan Agreement On January 4, 2022, Legacy Cepton entered into a loan and security agreement and subsequent amendments (“Trinity Loan Agreement”) with Trinity Capital Inc. (“Trinity”) to borrow up to $25.0 million through January 1, 2023 at a floating per annum rate equal to the greater of (i) 10.75% or (ii) the prime rate plus 7.0%. The loan 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 Legacy Cepton’s 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 with Koito On October 27, 2022, the Company entered into an Investment Agreement (the “Investment Agreement”) with Koito (See Note 10). Concurrently with the execution of the Investment Agreement, the Company entered into a Secured Term Loan Agreement with Koito to borrow Japanese Yen ¥5.8 billion (approximately $39.4 million) (the “Secured Term Loan Agreement”). The loan accrued interest at a rate equal to 1.0% per annum and was payable at maturity. The Secured Term Loan Agreement entered into with Koito was a related party transaction issued at a below market interest rate. 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, 2023, the Company recognized $0.3 million in interest expense in connection with the borrowings under the Secured Term Loan Agreement. Additionally, the Company recognized a $0.8 million foreign currency transaction loss on repayment using the applicable exchange rate on January 24, 2023 and a $1.1 million loss on extinguishment of debt. 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
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-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

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-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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-Paragraph 1C
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
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-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Property and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation and amortization	$ 496	$ 344

Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands		3 Months Ended	12 Months Ended
	Feb. 10, 2022 shares	Mar. 26, 2024 shares	Dec. 31, 2023 USD ($) tradingDay $ / shares shares	Dec. 31, 2022 USD ($) tranche $ / 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
Weighted-average grant-date fair value (in usd per share) \| $ / shares			$ 2.03	$ 3.15
Options, exercised, intrinsic value			$ 100	$ 4,800
Expected dividend yield	0.00%		0.00%
Capitalized share-based compensation			$ 200	200
Additional compensation expense due to modifications			8,572	8,243
Nonemployee
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Additional compensation expense due to modifications			$ 400
Stock Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period			4 years
Option expiration period			10 years
Unrecognized stock based compensation			$ 2,700	$ 9,000
Compensation expense recognition period			1 year 3 months 18 days	2 years
Expected dividend yield			0.00%	0.00%
Stock Options \| Share-Based Payment Arrangement, Tranche One
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting			25.00%
Stock Options \| Share-Based Payment Arrangement, Tranche Two
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period			36 months
Vesting			75.00%
Restricted Stock Units (RSUs)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized stock based compensation			$ 6,700	$ 9,300
Compensation expense recognition period			2 years	2 years 3 months 18 days
Intrinsic value			$ 1,900	$ 6,000
Granted (in shares) \| shares			489,762	537,115
Restricted Stock Units (RSUs) \| Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period			1 year
Restricted Stock Units (RSUs) \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period			4 years
Performance Shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense recognition period			1 year 1 month 6 days
Expected dividend yield			0.00%
Granted (in shares) \| shares			12,300
Market-based vesting tranches \| tranche				2
Fair value			$ 100
Weighted average grant date fair value (in Dollars per share) \| $ / shares			$ 9.77
Performance Shares \| Subsequent Event
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares cancelled (in shares) \| shares		5,600
Performance Shares \| Share-Based Payment Arrangement, Tranche One
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares) \| shares			6,600
Threshold trading days \| tradingDay			20
Consecutive trading days \| tradingDay			30
Intrinsic value (in usd per share) \| $ / shares				$ 150.00
Market capitalization			$ 2,100,000
Service period			21 months
Performance Shares \| Share-Based Payment Arrangement, Tranche Two
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares) \| shares			5,700
Threshold trading days \| tradingDay			20
Consecutive trading days \| tradingDay			30
Intrinsic value (in usd per share) \| $ / shares				$ 175.00
Market capitalization			$ 2,500,000
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					4,800,000
2022 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock reserved for future issuance (in shares) \| shares	1,512,314		1,825,809
Purchase price percent of common stock	2.00%
Conversion of RSUs to common stock (in shares) \| shares			1

Basic and Diluted Net Income (Loss) Per Share

12 Months Ended

Dec. 31, 2023

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 loss position for the year ended December 31, 2023 and a net income position for the year ended December 31, 2022. The Company considers its convertible preferred stock to be participating as the holders 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.

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


	Year Ended December 31,
	2023	2022
Denominator:
Weighted-average common shares outstanding – Basic	15,776,387	14,691,793
Stock options to purchase common stock and RSUs (1)	—	881,052
Weighted-average common shares outstanding - Diluted	15,776,387	15,572,845


(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,
	2023	2022
Stock options to purchase common stock and RSUs	1,850,720	5,002,191
Preferred Stock on an as-converted basis	4,026,564	—
Total	5,877,284	5,002,191

As of December 31, 2023 and 2022, 1,300,000 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, 2023 and 2022. As of December 31, 2023 and 2022, 13,800,000 common stock warrants (which are exercisable for an aggregate of 1,380,000 shares of common stock) were excluded from the table above as no shares were issuable under the treasury stock method of computing diluted earnings per share.

Leases (Details) - Schedule of maturities of lease liabilities - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
2024	$ 3,250
2025	3,328
2026	3,324
2027	3,368
Thereafter	847
Total undiscounted lease payments	14,117
Less: Present value adjustment for minimum lease commitments	(3,522)
Net Lease Liabilities	$ 10,595	$ 492

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

Property and equipment, at cost, consists of the following as of December 31, 2023 and 2022 (in thousands):


	December 31,
	2023		2022
Machinery and equipment	$	2,326	$	1,445
Automobiles	45		101
Leasehold improvements	235		189
Computer and equipment	116		116
Total property and equipment	2,722		1,851
Less: accumulated depreciation and amortization	(1,272)		(869)
Total property and equipment, net	$	1,450	$	982

Leases (Details) - Schedule of supplemental balance sheet information related to leases - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Operating lease right-of-use assets:
Operating lease right-of-use assets	$ 10,038	$ 445
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Other assets	Other assets
Operating lease liabilities:
Operating lease liabilities, current	$ 1,875	$ 211
Operating lease liabilities, non-current	8,720	281
Total operating lease liabilities	$ 10,595	$ 492

Prepaid expenses and other current assets

12 Months Ended

Dec. 31, 2023

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, 2023 and 2022 (in thousands):


	December 31,
	2023		2022
Prepaid insurance	$	365	$	2,533
Other prepaid expenses	737		1,376
Deferred transaction costs	—		993
Payroll tax receivable	—		865
Other current assets	151		505
Total prepaid expense and other current assets	$	1,253	$	6,272

Property and Equipment, Net

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

Property and equipment, at cost, consists of the following as of December 31, 2023 and 2022 (in thousands):


	December 31,
	2023		2022
Machinery and equipment	$	2,326	$	1,445
Automobiles	45		101
Leasehold improvements	235		189
Computer and equipment	116		116
Total property and equipment	2,722		1,851
Less: accumulated depreciation and amortization	(1,272)		(869)
Total property and equipment, net	$	1,450	$	982

The aggregate depreciation and amortization related to property and equipment was $0.5 million and $0.3 million for the years ended December 31, 2023 and 2022, respectively.

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

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


	Year Ended December 31,
	2023		2022
Domestic	$	(48,606)	$	9,620
Foreign	76		(224)
(Loss) income before income taxes	$	(48,530)	$	9,396

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


	Year Ended December 31,
	2023		2022
Current:
Federal	$	—	$	—
State	—		—
Foreign	16		16
Total Current	16		16

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

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


	Year Ended December 31,
	2023		2022
U.S. federal provision (benefit) at statutory rate	21.0	%	21.0	%
State taxes, net of federal benefit	1.6		(19.4)
Other permanent items	(0.6)		(0.8)
Stock-based compensation	(2.7)		4.4
Research and development credits	1.1		(8.3)
Transaction costs	—		(8.2)
Change in valuation allowance	(21.1)		183.5
Remeasurement of earnout liability	0.5		(172.1)
Effective tax rate	(0.1)	%	0.2	%

For the year ended December 31, 2023, 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. 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.

The Company’s deferred income tax assets and liabilities as of December 31, 2023 and 2022 were as follows (in thousands):


	December 31,
	2023		2022
Deferred tax assets:
Net operating loss carryforward	$	33,441	$	28,199
Section 174 capitalized research and development expenses	8,851		5,489
Research and development credits	6,765		5,319
Operating lease liabilities	2,263		107
Stock-based compensation	1,592		1,373
Other	616		769
Total deferred tax assets	53,528		41,256
Valuation allowance	(51,384)		(41,159)
Total deferred tax assets after valuation allowance	2,144		97
Deferred tax liabilities:
Operating lease right-of use assets	(2,144)		(97)
Total deferred tax liabilities	(2,144)		(97)
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, 2023 and 2022. The Company’s valuation allowance balance increased by $10.2 million and $17.3 million for the years ended December 31, 2023 and 2022, respectively.

As of December 31, 2023 and 2022, the Company had total net operating loss carryforwards for federal income tax purposes of approximately $144.9 million and $119.8 million, respectively, out of which $7.6 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. The Company also had a state net operating loss carryforward of approximately $44.7 million and $46.4 million as of December 31, 2023 and 2022, respectively, which will expire beginning in the year 2037.

As of December 31, 2023 and 2022, the Company had federal research and development credit carryforwards of approximately $5.8 million and $4.3 million, respectively, which begin to expire in 2038, and California research and development credit carryforward of approximately $6.9 million and $5.8 million, respectively, which do not expire.

Utilization of the net operating loss carryforwards and the research and development credit carryforwards 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 net operating loss carryforwards and the research and development credits before utilization. The amount of such elimination, if any, has not been determined.

As of December 31, 2023 and 2022, the total amount of unrecognized tax benefits was $5.1 million and $4.0 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,
	2023		2022
Unrecognized tax benefits as of the beginning of the year	$	4,029	$	2,569
Increases related to prior year tax provisions	—		244
Increase related to current year tax provisions	1,059		1,216
Unrecognized tax benefits as of the end of the year	$	5,088	$	4,029

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.

- 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
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Revenue - Schedule of total revenue disaggregated by geographic region (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenue by country of domicile:
Revenue	$ 13,056	$ 7,426
% of Revenue	100.00%	100.00%
Japan
Revenue by country of domicile:
Revenue	$ 7,020	$ 3,948
% of Revenue	54.00%	53.00%
United States
Revenue by country of domicile:
Revenue	$ 5,459	$ 2,400
% of Revenue	42.00%	32.00%
China
Revenue by country of domicile:
Revenue	$ 386	$ 880
% of Revenue	3.00%	12.00%
Other
Revenue by country of domicile:
Revenue	$ 191	$ 198
% of Revenue	1.00%	3.00%

- 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

+ Details

Stock-Based Compensation - Schedule of Restricted Stock (Details) - Restricted Stock Units (RSUs) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Shares
Outstanding, beginning balance (in shares)	470,868	0
Granted (in shares)	489,762	537,115
Released (in shares)	(173,077)	(18,115)
Forfeited (in shares)	(179,524)	(48,132)
Outstanding, ending balance (in shares)	608,029	470,868
Weighted Grant Date Fair Value
Outstanding, beginning balance (in Dollars per share)	$ 25.66	$ 0
Granted (in Dollars per share)	10.19	25.60
Released (in Dollars per share)	25.79	23.10
Forfeited (in Dollars per share)	14.81	26.10
Outstanding, ending balance (in Dollars per share)	$ 16.36	$ 25.66

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Investment Agreement and Investor Rights Agreement with Koito On October 27, 2022, the Company entered into the Investment Agreement with Koito pursuant to which, among other things, at the closing of the transactions, and based on the terms and subject to the conditions set forth therein, the Company issued and sold to Koito 100,000 shares of Preferred Stock, for a purchase price of $100.0 million. The issuance and sale of the Preferred Stock and related matters were approved by the Company’s stockholders on January 11, 2023, and the Preferred Stock was issued to Koito on January 19, 2023. See Note 10 to the consolidated financial statements for further information. At the closing of the issuance of the Preferred Stock, the Company and Koito entered into the Investor Rights Agreement (the “Investor Rights Agreement”), pursuant to which, among other things, the Company ensured that two designees of Koito sat on the Company’s board of directors immediately following the issuance of the Preferred Stock. The Investor Rights Agreement also provides for certain investor consent, preemptive, registration, and termination rights, which contain certain provisions that limit the Company’s ability to access additional sources of funding without Koito’s consent. Secured Term Loan Agreement with Koito Concurrently with the execution of the Investment Agreement, the Company entered into 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. For the year ended December 31, 2023, the Company recognized $0.3 million in interest expense in connection with the borrowings under the Secured Term Loan Agreement with Koito. Additionally, the Company recognized a $0.8 million foreign currency transaction loss on remeasurement using the applicable exchange rate on December 31, 2023. 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. Koito Letter of Intention On December 21, 2023, the Company received a non-binding indication of interest from Koito to acquire (the “Proposed Transaction”) 100% of the outstanding shares of the Company not already owned by Koito or certain other potential rollover participants including Dr. Jun Pei, Cepton’s President and Chief Executive Officer (collectively, the “Rollover Participants”). Koito has stated in the indication of interest that the terms of any potential agreement between Cepton and Koito would be contingent on certain conditions, including, in particular, satisfactory completion of due diligence review, rollover by the Rollover Participants, retention of key employees, negotiation and agreement of transaction structure and transaction documents, approval of the Proposed Transaction by the board of directors of Koito, and approval by a simple majority vote of the outstanding shares of Cepton. The Company’s Board of Directors, through a special committee thereof, is currently evaluating Koito’s indication of interest within the context of the ongoing review of various alternatives and in consultation with any financial and legal advisors it may retain. Transactions with Koito Koito is an automotive tier 1 partner of the Company and sales to Koito accounted for 52% and 43% of our total revenues for the years ended December 31, 2023 and 2022, respectively. Revenue generated from Koito was $6.7 million and $3.2 million for the years ended December 31, 2023 and 2022, respectively. Accounts receivable from Koito was $2.1 million as of December 31, 2023 and was $1.0 million as of December 31, 2022. In December 2023, Koito informed the Company that GM, which awarded Koito the series production award, had decided to re-scope its ADAS product offerings and, as a result, Koito cancelled all outstanding purchase orders to the Company that relate to the GM series production award. As is customary when an automotive program changes, the Company submitted project investment cost recovery related to the cancellation. See Note 17 to our consolidated financial statements in this Report for further information

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Income before Income Tax, Domestic and Foreign

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


	Year Ended December 31,
	2023		2022
Domestic	$	(48,606)	$	9,620
Foreign	76		(224)
(Loss) income before income taxes	$	(48,530)	$	9,396

Schedule of Components of Income Tax Expense (Benefit)

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


	Year Ended December 31,
	2023		2022
Current:
Federal	$	—	$	—
State	—		—
Foreign	16		16
Total Current	16		16

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

Schedule of Effective Income Tax Rate Reconciliation


	Year Ended December 31,
	2023		2022
U.S. federal provision (benefit) at statutory rate	21.0	%	21.0	%
State taxes, net of federal benefit	1.6		(19.4)
Other permanent items	(0.6)		(0.8)
Stock-based compensation	(2.7)		4.4
Research and development credits	1.1		(8.3)
Transaction costs	—		(8.2)
Change in valuation allowance	(21.1)		183.5
Remeasurement of earnout liability	0.5		(172.1)
Effective tax rate	(0.1)	%	0.2	%

Schedule of Deferred Tax Assets and Liabilities

The Company’s deferred income tax assets and liabilities as of December 31, 2023 and 2022 were as follows (in thousands):


	December 31,
	2023		2022
Deferred tax assets:
Net operating loss carryforward	$	33,441	$	28,199
Section 174 capitalized research and development expenses	8,851		5,489
Research and development credits	6,765		5,319
Operating lease liabilities	2,263		107
Stock-based compensation	1,592		1,373
Other	616		769
Total deferred tax assets	53,528		41,256
Valuation allowance	(51,384)		(41,159)
Total deferred tax assets after valuation allowance	2,144		97
Deferred tax liabilities:
Operating lease right-of use assets	(2,144)		(97)
Total deferred tax liabilities	(2,144)		(97)
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,
	2023		2022
Unrecognized tax benefits as of the beginning of the year	$	4,029	$	2,569
Increases related to prior year tax provisions	—		244
Increase related to current year tax provisions	1,059		1,216
Unrecognized tax benefits as of the end of the year	$	5,088	$	4,029

Inventories (Tables)

12 Months Ended

Dec. 31, 2023

Inventory Disclosure [Abstract]

Schedule of inventories

Inventories consist of the following as of December 31, 2023 and 2022 (in thousands):


	December 31,
	2023		2022
Raw materials	$	1,182	$	1,179
Work-in-process	876		1,141
Finished goods	338		665
Total inventories	$	2,396	$	2,985

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

Schedule of accrued expenses

Accrued expenses and other current liabilities consisted of the following as of December 31, 2023 and 2022 (in thousands):


	December 31,
	2023		2022
Accrued payroll	$	878	$	1,300
Accrued expenses and taxes	2,798		375
Deferred revenue	367		525
Warranty reserve	23		65
Total accrued expenses and other current liabilities	$	4,066	$	2,265

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following as of December 31, 2023 and 2022 (in thousands):


	December 31,
	2023		2022
Accrued payroll	$	878	$	1,300
Accrued expenses and taxes	2,798		375
Deferred revenue	367		525
Warranty reserve	23		65
Total accrued expenses and other current liabilities	$	4,066	$	2,265

As of December 31, 2023, accrued expenses and taxes includes a $2.2 million accrual related to contractual liabilities arising from the series production award cancellation.