0001498233-24-000086 | 10-Q | XBRL Viewer

Property and Equipment, Net

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Property and equipment, net, consisted of the following as of September 30, 2024 and December 31, 2023 (in thousands):


	September 30, 2024		December 31, 2023
Machinery and equipment	$	2,213	$	2,326
Automobiles	45		45
Leasehold improvements	235		235
Computer and equipment	96		116
Total property and equipment	2,589		2,722
Less: accumulated depreciation and amortization	(1,439)		(1,272)
Total property and equipment, net	$	1,150	$	1,450

Depreciation and amortization related to property and equipment was $0.1 million and $0.3 million for the three and nine months ended September 30, 2024, respectively. Depreciation and amortization related to property and equipment was $0.1 million and $0.4 million for the three and nine months ended September 30, 2023, respectively.

Leases

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Leases

The Company leases office and manufacturing facilities under non-cancelable 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 determines if an arrangement is or contains a lease at inception. Operating leases are included in other assets and operating lease liabilities in the Company’s condensed consolidated balance sheets.

Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the commencement date based on an amount equal to the present value of lease payments over the lease term. The Company’s leases do not provide an implicit rate; therefore, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company uses the implicit rate when it is readily determinable. The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed it to carry forward existing lease classification and to exclude leases with original terms of one year or less. Further, the Company elected to combine lease and non-lease components for all asset classes. Variable lease payments are defined as payments made for the right to use an asset that vary because of changes in facts or circumstances occurring after the

commencement date, other than the passage of time. Any variable lease components are expensed as incurred. The operating lease right-of-use assets also include adjustments related to prepaid or deferred lease payments and lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense for lease payments is recognized on a straight-line basis over the lease term.

The components of lease expense for the three and nine months ended September 30, 2024 and 2023 were as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Operating lease cost	$	799	$	803	$	2,398	$	2,271
Variable lease cost	215		202		652		610
Total operating lease cost	$	1,014	$	1,005	$	3,050	$	2,881

Supplemental cash flow information for the nine months ended September 30, 2024 and 2023 related to leases was as follows (in thousands):


	Nine Months Ended September 30,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Cash paid for operating leases included in operating activities	$	2,438	$	1,774
Right of use assets obtained in exchange for lease obligations:
Operating leases	$	—	$	11,190

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


	September 30, 2024		December 31, 2023
Operating lease right-of-use assets	$	8,674	$	10,038
Operating lease liabilities:
Operating lease liabilities, current	$	2,141	$	1,875
Operating lease liabilities, non-current	7,063		8,720
Total operating lease liabilities	$	9,204	$	10,595

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

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


	September 30, 2024		December 31, 2023
Weighted-average remaining lease term	3.53		4.27
Weighted-average discount rate	14.48	%	14.48	%

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


Year Ending December 31,
2024	$	811
2025	3,318
2026	3,324
2027	3,368
Thereafter	847
Total undiscounted lease payments	$	11,668

Present value adjustment for minimum lease commitments	(2,464)
Net lease liabilities	$	9,204

Property and Equipment, Net (Details) - Schedule of property and equipment - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property, and equipment	$ 2,589	$ 2,722
Less: accumulated depreciation and amortization	(1,439)	(1,272)
Total property and equipment, net	1,150	1,450
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property, and equipment	2,213	2,326
Automobiles
Property, Plant and Equipment [Line Items]
Property, and equipment	45	45
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, and equipment	235	235
Computer and equipment
Property, Plant and Equipment [Line Items]
Property, and equipment	$ 96	$ 116

Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended
	Feb. 10, 2022 shares	Sep. 30, 2024 USD ($) shares	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) tranche tradingDay $ / shares shares	Sep. 30, 2023 USD ($) shares	Jul. 05, 2016 shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period				4 years
Capitalized share-based compensation \| $		$ 9	$ 42	$ 30	$ 134
Forfeited (in shares)				5,600
2016 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock reserved for future issuance (in shares)						4,800,000
2022 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock reserved for future issuance (in shares)	1,512,314	2,143,038		2,143,038
Purchase price percent of common stock	2.00%
Restricted Stock Units (RSUs)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized stock based compensation \| $		$ 5,400		$ 5,400
Compensation expense recognition period				2 years 4 months 24 days
Intrinsic value \| $		4,100		$ 4,100
Granted (in shares)				1,086,328
Forfeited (in shares)				145,311
Restricted Stock Units (RSUs) \| 2022 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Conversion of RSUs to common stock (in shares)				1
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]
Granted (in shares)				0	12,300
Number of tranches \| tranche				2
Fair value \| $				$ 100
Weighted average grant date fair value (in Dollars per share) \| $ / shares				$ 9.77
Performance Shares \| 2022 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Conversion of RSUs to common stock (in shares)				1
Performance Shares \| Share-Based Payment Arrangement, Tranche One
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares)					6,600
Threshold trading days \| tradingDay				20
Consecutive trading days \| tradingDay				30
Intrinsic value (in Dollars per share) \| $ / shares				$ 150.00
Market capitalization \| $		2,100,000		$ 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)					5,700
Threshold trading days \| tradingDay				20
Consecutive trading days \| tradingDay				30
Intrinsic value (in Dollars per share) \| $ / shares				$ 175.00
Market capitalization \| $		2,500,000		$ 2,500,000
Service period				22 months
Stock options to purchase common stock and RSUs
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized stock based compensation \| $		$ 1,000		$ 1,000
Compensation expense recognition period				9 months 18 days

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Unaudited) - USD ($) $ in Thousands	Total	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit	Common Stock Common Stock
Beginning balance (in shares) at Dec. 31, 2022	0
Beginning balance at Dec. 31, 2022	$ 0
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of convertible preferred stock, net of transaction costs	$ 98,891
Ending balance (in shares) at Mar. 31, 2023	100,000
Ending balance at Mar. 31, 2023	$ 98,891
Balance (in shares) at Dec. 31, 2022					15,674,781
Balance at Dec. 31, 2022	1,633	$ 88,058	$ (366)	$ (86,059)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)					9,638
Exercise of stock options and release of RSUs	8	8
Stock-based compensation expense	2,280	2,280
Unrealized gain on available-for-sale investments	17		17
Cumulative Translation Adjustment, Net of Tax, Period Increase (Decrease)	20		20
Net income (loss)	(14,742)			(14,742)
Balance (in shares) at Mar. 31, 2023					15,684,419
Balance at Mar. 31, 2023	$ (10,784)	90,346	(329)	(100,801)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock to LPC (in shares)	100,000
Ending balance (in shares) at Jun. 30, 2023	100,000
Ending balance at Jun. 30, 2023	$ 98,891
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)					157,049
Exercise of stock options and release of RSUs	5	5
Stock-based compensation expense	2,362	2,362
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation					(17,049)
Unrealized gain on available-for-sale investments	(11)		(11)
Cumulative Translation Adjustment, Net of Tax, Period Increase (Decrease)	(4)		(4)
Net income (loss)	(14,190)			(14,190)
Balance (in shares) at Jun. 30, 2023					15,824,419
Balance at Jun. 30, 2023	(22,685)	92,650	(344)	(114,991)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Consideration to be received on transaction	$ (63)	(63)
Ending balance (in shares) at Sep. 30, 2023	100,000
Ending balance at Sep. 30, 2023	$ 98,891
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)					22,516
Exercise of stock options and release of RSUs	9	9
Stock-based compensation expense	2,332	2,332
Cumulative Translation Adjustment, Net of Tax, Period Increase (Decrease)	5		5
Net income (loss)	(11,294)			(11,294)
Balance (in shares) at Sep. 30, 2023					15,846,935
Balance at Sep. 30, 2023	$ (31,633)	94,991	(339)	(126,285)	$ 0
Beginning balance (in shares) at Dec. 31, 2023	100,000
Beginning balance at Dec. 31, 2023	$ 98,891
Ending balance (in shares) at Mar. 31, 2024	100,000
Ending balance at Mar. 31, 2024	$ 98,891
Balance (in shares) at Dec. 31, 2023					15,861,494
Balance at Dec. 31, 2023	(38,367)	96,583	(345)	(134,605)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)					82,951
Exercise of stock options and release of RSUs	0	0
Stock-based compensation expense	926	926
Share-Based Payment Arrangement, Decrease for Tax Withholding Obligation	(63)	(63)
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation					(23,528)
Unrealized gain on available-for-sale investments	6		6
Cumulative Translation Adjustment, Net of Tax, Period Increase (Decrease)	(10)		(10)
Net income (loss)	(6,833)			(6,833)
Balance (in shares) at Mar. 31, 2024					15,920,917
Balance at Mar. 31, 2024	$ (44,341)	97,446	(349)	(141,438)	$ 0
Beginning balance (in shares) at Dec. 31, 2023	100,000
Beginning balance at Dec. 31, 2023	$ 98,891
Ending balance (in shares) at Sep. 30, 2024	100,000
Ending balance at Sep. 30, 2024	$ 98,891
Balance (in shares) at Dec. 31, 2023					15,861,494
Balance at Dec. 31, 2023	$ (38,367)	96,583	(345)	(134,605)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)	3,896
Balance (in shares) at Sep. 30, 2024					16,051,981
Balance at Sep. 30, 2024	$ (52,074)	100,177	(352)	(151,899)	$ 0
Beginning balance (in shares) at Mar. 31, 2024	100,000
Beginning balance at Mar. 31, 2024	$ 98,891
Ending balance (in shares) at Jun. 30, 2024	100,000
Ending balance at Jun. 30, 2024	$ 98,891
Balance (in shares) at Mar. 31, 2024					15,920,917
Balance at Mar. 31, 2024	(44,341)	97,446	(349)	(141,438)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)					134,162
Exercise of stock options and release of RSUs	4	4
Stock-based compensation expense	1,498	1,498
Share-Based Payment Arrangement, Decrease for Tax Withholding Obligation	(35)	(35)
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation					(11,872)
Cumulative Translation Adjustment, Net of Tax, Period Increase (Decrease)	(2)		(2)
Net income (loss)	181			181
Balance (in shares) at Jun. 30, 2024					16,043,207
Balance at Jun. 30, 2024	$ (42,695)	98,913	(351)	(141,257)	$ 0
Ending balance (in shares) at Sep. 30, 2024	100,000
Ending balance at Sep. 30, 2024	$ 98,891
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)					10,559
Exercise of stock options and release of RSUs	0	0
Stock-based compensation expense	1,269	1,269
Share-Based Payment Arrangement, Decrease for Tax Withholding Obligation	(5)	(5)
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation					(1,785)
Cumulative Translation Adjustment, Net of Tax, Period Increase (Decrease)	(1)		(1)
Net income (loss)	(10,642)			(10,642)
Balance (in shares) at Sep. 30, 2024					16,051,981
Balance at Sep. 30, 2024	$ (52,074)	$ 100,177	$ (352)	$ (151,899)	$ 0

Earnout Liability

9 Months Ended

Sep. 30, 2024

Disclosure Of Earnout Liability [Abstract]

Earnout Liability

In addition to the shares issued upon closing of the Business Combination (see Note 1), 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 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, 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 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 condensed consolidated balance sheet at fair value and recognizes 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:


	September 30, 2024			December 31, 2023
Stock price	$	3.08		$	3.14
Expected volatility	117.0		%	117.0		%
Risk-free interest rate	5.32		%	5.32		%
Expected term (in years)	0.6			1.2
Expected dividend yield	0		%	0		%

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

Expected volatility: the volatility rate was determined using the historical volatility of the Company’s stock price, corresponding to the expected term of the awards.

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

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

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

As of September 30, 2024, the balance of the earnout liability was immaterial. For the three months ended September 30, 2024, there was no gain or loss in the condensed consolidated statement of operations and comprehensive income (loss) for the change in fair value of the earnout liability. There was an immaterial gain in the condensed consolidated statement of operations and comprehensive income (loss) for the change in fair value of the earnout liability for the nine months ended September 30, 2024. For the three and nine months ended September 30, 2023, the Company recorded an immaterial gain and a gain of $0.8 million, respectively, in the condensed consolidated statement of operations and comprehensive income (loss) for the change in fair value of the earnout liability.

Property and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Property, Plant and Equipment [Line Items]
Depreciation	$ 100		$ 300
Depreciation and amortization		$ 100	$ 302	$ 370

Inventories (Tables)

9 Months Ended

Sep. 30, 2024

Inventory Disclosure [Abstract]

Schedule of inventories

Inventories consisted of the following as of September 30, 2024 and December 31, 2023 (in thousands):


	September 30, 2024		December 31, 2023
Raw materials	$	379	$	1,182
Work-in-process	541		876
Finished goods	128		338
Total inventories	$	1,048	$	2,396

Leases (Details) - Schedule of components of lease expense - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Leases [Abstract]
Operating lease cost	$ 799	$ 803	$ 2,398	$ 2,271
Variable lease cost	215	202	652	610
Total operating lease cost	$ 1,014	$ 1,005	$ 3,050	$ 2,881

Earnout Liability - Narrative (Details) $ / shares in Units, $ in Thousands		8 Months Ended	9 Months Ended
	Feb. 10, 2022	Sep. 30, 2022	Sep. 30, 2024 USD ($) tradingDay $ / shares shares	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
Earnout Liability (Details) [Line Items]
Period of contingency			3 years
Expected dividend yield	0.00%	0.00%	0.00%
Earnout liability \| $			$ 34		$ 93
Gain (loss) on earnout liability \| $				$ 800
Class A Stock \| Share Price Two
Earnout Liability (Details) [Line Items]
Trading days threshold			20
Consecutive trading days threshold			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			20
Consecutive trading days threshold			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

Convertible Preferred Stock	9 Months Ended
Convertible Preferred Stock	Sep. 30, 2024
Temporary Equity [Abstract]
Convertible Preferred Stock	Convertible Preferred Stock 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 September 30, 2024, the Company had authorized 5,000,000 shares of preferred stock, each with a par value of $0.00001. As of September 30, 2024, 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 these dividends regardless of whether the dividends are 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. As of September 30, 2024, the cumulative dividends accrued were $7.4 million, or $74.40 per share of Preferred Stock. 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 September 30, 2024, the Liquidation Preference of the Preferred Stock was $107.4 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”). 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 (each as defined in Notes 10 and 11), 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 U.S. 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).

Description of Business and Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Cash and cash equivalents	$ 47,651		$ 47,651		$ 50,406
Accumulated deficit	151,899		151,899		134,605
Operating loss	10,938	$ 12,348	23,022	$ 41,507
Cash flow used in operating activities			$ 8,700	$ 30,526
Product warranty, term			1 year
Prepaid expenses and other current assets	(3,060)		$ (3,060)		(1,253)
Additional paid-in capital	$ 100,177		$ 100,177		$ 96,583

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Earnout Liability - Schedule of assumptions used in estimating the fair value of the earnout liability (Details) - $ / shares		8 Months Ended	9 Months Ended
	Feb. 10, 2022	Sep. 30, 2022	Sep. 30, 2024
Disclosure Of Earnout Liability [Abstract]
Current stock price (in Dollars per share)	$ 3.14		$ 3.08
Expected volatility	117.00%	117.00%
Risk-free interest rate	5.32%	5.32%
Expected term (in years)	1 year 2 months 12 days	7 months 6 days
Expected dividend yield	0.00%	0.00%	0.00%

Prepaid Expenses and Other Current Assets

9 Months Ended

Sep. 30, 2024

Prepaid Expense and Other Assets, Current [Abstract]

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following as of September 30, 2024 and December 31, 2023 (in thousands):


	September 30, 2024		December 31, 2023
Prepaid insurance	$	560	$	365
Other prepaid expenses	2,421		737
Other current assets	79		151
Total prepaid expenses and other current assets	$	3,060	$	1,253

Prepaid Expenses and Other Current Assets (Details) - Schedule of prepaid expense and other current assets - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Prepaid Expense and Other Assets, Current [Abstract]
Other prepaid expenses	$ 2,421	$ 737
Prepaid Insurance	560	365
Other current assets	79	151
Total prepaid expenses and other current assets	$ 3,060	$ 1,253

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

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Schedule of total revenue

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Customer A	49	%	55	%	91	%	52	%
Customer B	18	%	—	%	—	%	—	%
Customer C	10	%	—	%	—	%	—	%
Customer D	—	%	31	%	—	%	35	%

Schedule of Error Corrections and Prior Period Adjustments

The corrections to the Company’s condensed consolidated statement of operations for the three and nine months ended September 30, 2023 were as follows (in thousands, except for per share data):


	Three Months Ended September 30, 2023
	(As Previously Reported)		Correction		(As Corrected)
Less: cumulative preferred stock dividends	$	—	$	(1,083)	$	(1,083)
Net loss attributable to common stockholders	$	(11,294)	$	(1,083)	$	(12,377)

Net loss per share attributable to common stockholders, basic	$	(0.71)	$	(0.07)	$	(0.78)
Net loss per share attributable to common stockholders, diluted	$	(0.71)	$	(0.07)	$	(0.78)


	Nine Months Ended September 30, 2023
	(As Previously Reported)		Correction		(As Corrected)
Less: cumulative preferred stock dividends	$	—	$	(2,992)	$	(2,992)
Net loss attributable to common stockholders	$	(40,226)	$	(2,992)	$	(43,218)

Net loss per share attributable to common stockholders, basic	$	(2.55)	$	(0.19)	$	(2.74)
Net loss per share attributable to common stockholders, diluted	$	(2.55)	$	(0.19)	$	(2.74)

Segments	9 Months Ended
Segments	Sep. 30, 2024
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.

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+ Details

Description of Business and Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

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 (the “IPO”), following which its shares began trading on the Nasdaq Stock Market (“Nasdaq”). On August 4, 2021, GCAC entered into a Business Combination Agreement (as amended, the “Merger Agreement”) with Cepton Technologies, Inc. (“Legacy Cepton”) and GCAC Merger Sub Inc., a wholly owned subsidiary of GCAC. On February 10, 2022, the transactions contemplated by the Merger Agreement (the “Business Combination”) were consummated. In connection with the closing of the Business Combination, GCAC changed its name to Cepton, Inc. and its shares and public warrants began trading on 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. Contemporaneously with the execution of the Merger Agreement, GCAC entered into subscription agreements with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to purchase an aggregate of 5,950,000 shares of common stock at a purchase price of $10.00 per share, or an aggregate purchase price of $59.5 million (the “PIPE Investment”).

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 near- or long-range, high resolution 3D perception for smart applications. The Company is headquartered in San Jose, California, United States.

On July 29, 2024, the Company entered into an Agreement and Plan of Merger (the “Koito Merger Agreement” and, together with the transactions contemplated thereby, the “Transaction”) with Koito and Project Camaro Merger Sub, Inc., an indirectly wholly-owned subsidiary of Koito (“Merger Sub”), pursuant to which, among other things and on the terms and subject to the conditions set forth in the Koito Merger Agreement, Merger Sub shall be merged with and into Cepton, with Cepton continuing as the surviving corporation and an indirect subsidiary of Koito. See Note 18 for further information.

Basis of Presentation and Principles of Consolidation

The condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The condensed consolidated financial statements include the accounts of the Company’s wholly owned subsidiaries in Canada, Germany and other locations. All intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated financial statements include all adjustments considered necessary by management to fairly state the results of operations, financial position and cash flows. The accompanying interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of September 30, 2024, the Company had cash and cash equivalents of $47.7 million and an accumulated deficit of $151.9 million. During the nine months ended September 30, 2024, the Company incurred an operating loss of $23.0 million and had negative cash flows from operating activities of $8.7 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, as defined in Note 10), convertible promissory notes, and the net proceeds received through the Business Combination, PIPE Investment, and private placements of the Legacy Cepton convertible preferred stock. Failure to generate sufficient revenues, achieve planned gross margins and operating profitability, control operating costs, or secure additional funding may require the

Company to modify, delay, or abandon some of its planned future expansion or development, or to otherwise enact operating cost reductions available to management, which could have a material adverse effect on the Company’s business, operating results, financial condition, and ability to achieve its intended business objectives.

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 in money market funds. The Company believes that the financial institutions that hold its cash and cash equivalents are financially sound and, accordingly, represent minimal credit risk. Deposits held with banks may exceed the amount of federal insurance limits provided on such deposits.

As of September 30, 2024 and December 31, 2023, two and three customers, respectively, each accounted for more than 10% of accounts receivable.

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Customer A	49	%	55	%	91	%	52	%
Customer B	18	%	—	%	—	%	—	%
Customer C	10	%	—	%	—	%	—	%
Customer D	—	%	31	%	—	%	35	%

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include, but are not limited to, 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 condensed consolidated financial condition and results of operations.

Product Warranties

The Company typically provides a one-year warranty on its products. Estimated future warranty costs are accrued and charged to cost of goods sold in the period that the related revenue is recognized. These estimates are derived from historical data and trends of product reliability and costs of repairing and replacing defective products. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Through September 30, 2024, there were immaterial changes to the accrued warranty liability which was recorded in accrued expenses and other current liabilities on the condensed consolidated balance sheet.

Reclassification

During the course of preparing the financial statements for the second quarter of 2024, the Company identified an immaterial error in its presentation of basic and diluted net loss, which impacted each of the periods since the first quarter of 2023. The Company should have calculated the numerator of the basic and diluted net (loss) income per share using the net loss attributable to common stockholders, which is the net loss adjusted for the dividends on cumulative preferred stock earned during the period. The Company believes the correction of the error is immaterial to the previously issued condensed consolidated financial statements for prior periods.

The corrections to the Company’s condensed consolidated statement of operations for the three and nine months ended September 30, 2023 were as follows (in thousands, except for per share data):


	Three Months Ended September 30, 2023
	(As Previously Reported)		Correction		(As Corrected)
Less: cumulative preferred stock dividends	$	—	$	(1,083)	$	(1,083)
Net loss attributable to common stockholders	$	(11,294)	$	(1,083)	$	(12,377)

Net loss per share attributable to common stockholders, basic	$	(0.71)	$	(0.07)	$	(0.78)
Net loss per share attributable to common stockholders, diluted	$	(0.71)	$	(0.07)	$	(0.78)


	Nine Months Ended September 30, 2023
	(As Previously Reported)		Correction		(As Corrected)
Less: cumulative preferred stock dividends	$	—	$	(2,992)	$	(2,992)
Net loss attributable to common stockholders	$	(40,226)	$	(2,992)	$	(43,218)

Net loss per share attributable to common stockholders, basic	$	(2.55)	$	(0.19)	$	(2.74)
Net loss per share attributable to common stockholders, diluted	$	(2.55)	$	(0.19)	$	(2.74)

Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board 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 condensed consolidated financial statements disclosures

Basic and Diluted Net Income (Loss) Per Share - Schedule of numerators and denominators of basic and diluted net income (loss) per share (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net loss	$ (10,642)	$ (11,294)	$ (17,294)	$ (40,226)
Less: cumulative preferred stock dividends	(1,130)	(1,083)	(3,353)	(2,992)
Net loss attributable to common stockholders	$ (11,772)	$ (12,377)	$ (20,647)	$ (43,218)
Weighted-average common shares, basic (in shares)	16,047,213	15,834,152	15,971,448	15,750,586
Stock options to purchase common stock and RSUs (in shares)	0	0	0	0
Weighted-average common shares outstanding - Diluted (in shares)	16,047,213	15,834,152	15,971,448	15,750,586
Common stock, shares issued (in shares)	16,051,981		16,051,981		15,861,494

- Definition

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

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+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
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+ Details

Stock-Based Compensation - Schedule of employee and nonemployee stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended
	Mar. 31, 2024	Sep. 30, 2024	Dec. 31, 2023
Shares
Beginning balance (in shares)	1,258,483	1,258,483
Granted (in shares)		0
Exercised (in shares)		(3,896)
Expired/Forfeited (in shares)		(199,421)
Ending balance (in shares)		1,055,166
Shares, Exercisable (in shares)		1,015,754
Shares, Vested and expected to vest (in shares)		1,055,166
Weighted Average Exercise Price
Beginning balance (in Dollars per share)	$ 19.22	$ 19.22
Granted (in Dollars per share)		0
Exercised (in Dollars per share)		1.00
Expired/Forfeited (in Dollars per share)		31.17
Ending balance (in Dollars per share)		17.03
Weighted Average Exercise Price, Exercisable (in Dollars per share)		15.67
Vested and expected to vest (in Dollars per share)		$ 17.03
Weighted Average Remaining Contract Term (in years)
Outstanding	4 years 6 months	4 years 6 months
Exercisable		4 years 6 months
Vested and expected to vest		4 years 6 months
Aggregate Intrinsic Value (in thousands)
Outstanding		$ 751	$ 767
Exercisable		751
Vested and expected to vest		$ 751

Prepaid Expenses and Other Current Assets (Tables)

9 Months Ended

Sep. 30, 2024

Prepaid Expense and Other Assets, Current [Abstract]

Schedule of prepaid expense and other current assets

Prepaid expenses and other current assets consisted of the following as of September 30, 2024 and December 31, 2023 (in thousands):


	September 30, 2024		December 31, 2023
Prepaid insurance	$	560	$	365
Other prepaid expenses	2,421		737
Other current assets	79		151
Total prepaid expenses and other current assets	$	3,060	$	1,253

Description of Business and Summary of Significant Accounting Policies - Schedule of total revenue (Details) - Revenue Benchmark - Customer Concentration Risk	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Customer A
Revenue, Major Customer [Line Items]
Concentration risk	49.00%	55.00%	91.00%	52.00%
Customer B
Revenue, Major Customer [Line Items]
Concentration risk	18.00%	0.00%	0.00%	0.00%
Customer C
Revenue, Major Customer [Line Items]
Concentration risk	10.00%	0.00%	0.00%	0.00%
Customer D
Revenue, Major Customer [Line Items]
Concentration risk	0.00%	31.00%	0.00%	35.00%

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events The Company has evaluated subsequent events from the balance sheet date through November 8, 2024, the issuance date of the condensed consolidated financial statements, and determined there are no other transactions that require additional accounting or disclosure.

Fair Value Measurement

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurement

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


	September 30, 2024
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market fund	$	34,972	$	—	$	—	$	34,972
Total cash equivalents	$	34,972	$	—	$	—	$	34,972
Short-term investments:
Total short-term investments	$	—	$	—	$	—	$	—
Total assets measured at fair value	$	34,972	$	—	$	—	$	34,972

Liabilities:
Warrant liability	$	—	$	66	$	—	$	66
Earnout liability	—		—		34		34
Total liabilities measured at fair value	$	—	$	66	$	34	$	100


	December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market fund	$	33,562	$	—	$	—	$	33,562
Total cash equivalents	$	33,562	$	—	$	—	$	33,562
Short-term investments:
U.S. government agency securities	$	—	$	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

Cash equivalents consist primarily of money market funds with original maturities of three months or less at the time of purchase, and the carrying amount is a reasonable estimate of fair value. Short-term investments consist of investment

securities with original maturities greater than three months but less than twelve months and are included as current assets in the condensed consolidated balance sheets. For short-term investments, the fair value as of September 30, 2024 and December 31, 2023 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. There was an immaterial gain in Level 3 liabilities related to changes in earnout liability measured at fair value for the nine months ended September 30, 2024, which is shown in the condensed 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

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
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-Section 55
-Paragraph 107
-Publisher FASB
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-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

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

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Schedule of diluted net income (loss) per share

The following table presents the reconciliation of the numerators and denominators of basic and diluted net (loss) income per share:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Numerator
Net loss	$	(10,642)	$	(11,294)	$	(17,294)	$	(40,226)
Less: cumulative preferred stock dividends	(1,130)		(1,083)		(3,353)		(2,992)
Net loss attributable to common stockholders	$	(11,772)	$	(12,377)	$	(20,647)	$	(43,218)

Denominator
Weighted-average common shares outstanding – Basic	16,047,213		15,834,152		15,971,448		15,750,586
Stock options to purchase common stock and RSUs	—		—		—		—
Weighted-average common shares outstanding – Diluted	16,047,213		15,834,152		15,971,448		15,750,586

Schedule of anti dilutive securities

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


	Three Months Ended September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
Stock options to purchase common stock and RSUs	2,387,136	1,672,055	2,387,136	1,850,720
Preferred shares on an as-converted basis	4,156,279	3,984,232	4,156,279	3,984,232
Total	6,543,415	5,656,287	6,543,415	5,834,952

Revenue - Narrative (Details) - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Contract liabilities	$ 2.6	$ 0.4

Stockholders’ Equity (Deficit) (Details) $ / shares in Units, $ in Millions	Aug. 09, 2022 shares	Nov. 24, 2021 USD ($) salesPrice salesPriceDay shares	Sep. 30, 2024 vote $ / shares shares	Dec. 31, 2023 $ / shares shares
Stockholders’ Equity (Deficit) (Details) [Line Items]
Common stock vote per share \| vote			1
Common stock, outstanding (in shares)			16,051,981	15,861,494
Common stock, shares issued (in shares)			16,051,981	15,861,494
Common stock, shares authorized (in shares)			35,000,000
Common stock, par value (in Dollars per share) \| $ / shares			$ 0.00001	$ 0.00001
Number of lowest closing common stock sales price \| salesPrice		3
Average sales price, consecutive days \| salesPriceDay		10
Commitment fee obligation period	180 days
Purchase Agreement
Stockholders’ Equity (Deficit) (Details) [Line Items]
Purchase agreement \| $		$ 100.0
Transaction period		36 months
Class A Stock \| Purchase Agreement
Stockholders’ Equity (Deficit) (Details) [Line Items]
Shares issued in transaction (in shares)	15,000	5,000

Warrants	9 Months Ended
Warrants	Sep. 30, 2024
Warrants [Abstract]
Warrants	Warrants Common Stock Warrants Assumed in Business Combination As part of GCAC’s IPO, 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, subject to adjustments. The Public Warrants may be exercised only for a whole number of shares of common stock. The Public Warrants will expire five years after the completion of the Business Combination, or earlier upon redemption or liquidation. The Public Warrants are listed on 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 IPO, 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 September 30, 2024. For each of the three and nine months ended September 30, 2024, the Company recorded immaterial losses in the condensed consolidated statement of operations and comprehensive income (loss) for the change in fair value of the liability.

Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Convertible preferred stock, par value (in Dollars per share)	$ 0.00001	$ 0.00001
Convertible preferred stock, shares authorized (in shares)	5,000,000	5,000,000
Convertible preferred stock, shares issued (in shares)	100,000
Convertible preferred stock, shares outstanding (in shares)	100,000	100,000
Convertible preferred stock, aggregate liquidation preference	$ 107,400	$ 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)	16,051,981	15,861,494
Common stock, outstanding (in shares)	16,051,981	15,861,494
Allowance for credit loss	$ 0	$ 0
Accrued expenses and other current liabilities (including $2,308 and $385 with a related party)	4,914	4,066
Related Party
Accrued expenses and other current liabilities (including $2,308 and $385 with a related party)	$ 2,308	$ 385

Fair Value Measurement - Schedule of changes in Fair Value of Earnout Liability (Details) $ in Millions	9 Months Ended
	Sep. 30, 2023 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Gain (Loss) On Earnout Liability	$ (0.8)

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Total revenue	$ 547	$ 3,833	$ 12,921	$ 8,105
Cost of Revenues	629	3,339	6,226	7,251
Gross (loss) profit	(82)	494	6,695	854
Operating expenses:
Research and development	5,524	6,706	14,412	23,309
Selling, general and administrative	5,332	6,136	15,305	19,052
Total operating expenses	10,856	12,842	29,717	42,361
Operating loss	(10,938)	(12,348)	(23,022)	(41,507)
Other income (expense):
Gain on change in fair value of earnout liability	0	91	59	827
Loss (gain) on change in fair value of warrant liability	(5)	169	(23)	299
Other (expense) income, net	(321)	2	3,789	23
Loss on extinguishment of debt	0	0	0	(1,123)
Foreign currency transaction loss, net	0	(7)	0	(757)
Interest income, net	622	799	1,889	2,015
Loss before income taxes	(10,642)	(11,294)	(17,308)	(40,223)
Benefit (provision) for income taxes	0	0	14	(3)
Net loss	(10,642)	(11,294)	(17,294)	(40,226)
Less: cumulative preferred stock dividends	(1,130)	(1,083)	(3,353)	(2,992)
Net loss attributable to common stockholders	$ (11,772)	$ (12,377)	$ (20,647)	$ (43,218)
Net income (loss) per share, basic (in Dollars per share)	$ (0.73)	$ (0.78)	$ (1.29)	$ (2.74)
Net income (loss) per share, diluted (in Dollars per share)	$ (0.73)	$ (0.78)	$ (1.29)	$ (2.74)
Weighted-average common shares, basic (in shares)	16,047,213	15,834,152	15,971,448	15,750,586
Weighted-average common shares, diluted (in shares)	16,047,213	15,834,152	15,971,448	15,750,586
Net loss	$ (10,642)	$ (11,294)	$ (17,294)	$ (40,226)
Other comprehensive (loss) income, net of tax:
Changes in unrealized gain on available-for-sale securities	0	0	6	6
Foreign currency translation adjustments	(1)	5	(13)	21
Total other comprehensive (loss) income, net of tax	(1)	5	(7)	27
Comprehensive loss	(10,643)	(11,289)	(17,301)	(40,199)
Product
Revenue	466	3,802	1,981	7,813
Cost of Revenues	600	3,339	2,788	7,135
Development Revenue
Revenue	81	31	10,940	292
Cost of Revenues	$ 29	$ 0	$ 3,438	$ 116

Business Combination (Details) - USD ($) $ / shares in Units, $ in Millions	Feb. 10, 2022	Sep. 30, 2024	Dec. 31, 2023
Business Acquisition [Line Items]
Common stock, par value (in Dollars per share)		$ 0.00001	$ 0.00001
Common stock, shares authorized (in shares)		35,000,000
Common stock, shares subscription (in shares)	5,950,000
Purchase price per share (in Dollars per share)	$ 10.00
Common stock	$ 59.5
Exercise price per share (in Dollars per share)	$ 3.14	$ 3.08

Revenue (Tables)

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Schedule of total revenue disaggregated by geographic region

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 was as follows (dollars in thousands):


	Three Months Ended September 30,
	2024				2023
	Revenue		% of Revenue		Revenue		% of Revenue
Revenue by country of domicile:
Japan	$	368	67	%	$	2,151	56	%
United States	170		31	%	1,583		41	%
Other	9		2	%	99		3	%
Total	$	547	100	%	$	3,833	100	%


	Nine Months Ended September 30,
	2024				2023
	Revenue		% of Revenue		Revenue		% of Revenue
Revenue by country of domicile:
Japan	$	11,834	92	%	$	4,454	55	%
United States	1,031		8	%	3,153		39	%
Other	56		—	%	498		6	%
Total	$	12,921	100	%	$	8,105	100	%

Stock-Based Compensation (Details) - Schedule of stock based compensation expense related to options granted to employees and non employees - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 1,269	$ 2,335	$ 3,693	$ 6,989
Cost of revenue
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	9	45	629	149
Research and development expense
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	905	1,148	2,109	3,518
Selling, general and administrative expense
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 355	$ 1,142	$ 955	$ 3,322

- 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
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-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: 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 14: 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 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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+ Details

Accrued Expenses and Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

Schedule of accrued expenses

Accrued expenses and other current liabilities consisted of the following as of September 30, 2024 and December 31, 2023 (in thousands):


	September 30, 2024		December 31, 2023
Accrued payroll	$	1,542	$	878
Accrued expenses and taxes	789		2,798
Deferred revenue	2,566		367
Warranty reserve	17		23
Total accrued expenses and other current liabilities	$	4,914	$	4,066

Leases (Details) - Schedule of supplemental balance sheet information related to leases - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Operating lease right-of-use assets
Operating Lease, Right-of-Use Asset	$ 8,674	$ 10,038
Operating lease liabilities:
Operating lease liabilities, current	2,141	1,875
Operating lease liabilities, non-current	7,063	8,720
Total operating lease liabilities	$ 9,204	$ 10,595

Related Party Transactions (Details) $ / shares in Units, $ in Thousands, ¥ in Millions			3 Months Ended			9 Months Ended
	Jan. 19, 2023 designee	Oct. 27, 2022 USD ($) $ / shares	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2023 USD ($)	Jul. 29, 2024 $ / shares shares	Dec. 31, 2023 USD ($) $ / shares	Oct. 27, 2022 JPY (¥)
Related Party Transaction [Line Items]
Consideration to be received on transaction \| $					$ 63
Accounts receivable, net \| $			$ 556			$ 556			$ 3,625
Selling, general and administrative \| $			$ 5,332	$ 6,136		$ 15,305	$ 19,052
Convertible preferred stock, par value (in Dollars per share) \| $ / shares		$ 0.00001	$ 0.00001			$ 0.00001			$ 0.00001
Business acquisition, per share consideration (usd per share) \| $ / shares								$ 3.17
Total amount of callable shares (shares)			1,380,000			1,380,000
Koito
Related Party Transaction [Line Items]
Shares owned (percent)								50.90%
Scenario, Plan \| Koito
Related Party Transaction [Line Items]
Business acquisition, voting approval threshold for approval (percent)								38.70%
Business acquisition, adjusted voting percentage for approval (percent)								35.00%
Scenario, Plan \| Koito \| The Pubic Warrants
Related Party Transaction [Line Items]
Total amount of callable shares (shares)								862,500
Scenario, Plan \| Koito \| Private Warrants
Related Party Transaction [Line Items]
Total amount of callable shares (shares)								517,000
Related Party
Related Party Transaction [Line Items]
Revenue \| $			$ 300	$ 2,100		$ 11,700	$ 4,200
Accounts receivable, net \| $			248			248			$ 2,121
Selling, general and administrative \| $			$ 1,600			$ 3,200
Related Party \| Revenue Benchmark \| Customer Concentration Risk
Related Party Transaction [Line Items]
Concentration risk			49.00%	55.00%		91.00%	52.00%
Koito
Related Party Transaction [Line Items]
Number of designees on company's board \| designee	2
Secured Debt \| Koito \| Secured Debt
Related Party Transaction [Line Items]
Debt instrument, face amount		$ 39,400								¥ 5,800
Warrants \| Purchase Agreement
Related Party Transaction [Line Items]
Consideration to be received on transaction \| $		$ 100,000
Common Stock \| Scenario, Plan \| Koito \| Koito
Related Party Transaction [Line Items]
Business acquisition, shares contribution (shares)								1,962,474
Common Stock \| Dr. Jun Pei \| Scenario, Plan \| Koito
Related Party Transaction [Line Items]
Business acquisition, shares contribution (shares)								1,291,810
Common Stock \| Dr. Mark McCord \| Scenario, Plan \| Koito
Related Party Transaction [Line Items]
Business acquisition, shares contribution (shares)								515,886
Common Stock \| Mr. Yupeng Cui \| Scenario, Plan \| Koito
Related Party Transaction [Line Items]
Business acquisition, shares contribution (shares)								476,549
Series A Preferred Stock \| Scenario, Plan \| Koito \| Koito
Related Party Transaction [Line Items]
Business acquisition, shares contribution (shares)								100,000

Fair Value Measurement - Schedule of assets measured at fair value on a recurring basis (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Cash equivalents:
Total cash equivalents	$ 34,972	$ 33,562
Short-term investments:
Total short-term investments	0	5,969
Total assets measured at fair value	34,972	39,531
Liabilities:
Warrant liability	66	43
Earnout liability	34	93
Total liabilities measured at fair value	100	136
US Government Agencies Debt Securities [Member]
Short-term investments:
Total short-term investments		5,969
Money market fund
Cash equivalents:
Total cash equivalents	34,972	33,562
Level 1
Cash equivalents:
Total cash equivalents	34,972	33,562
Short-term investments:
Total short-term investments	0	0
Total assets measured at fair value	34,972	33,562
Liabilities:
Warrant liability	0	0
Earnout liability	0	0
Total liabilities measured at fair value	0	0
Level 1 \| US Government Agencies Debt Securities [Member]
Short-term investments:
Total short-term investments		0
Level 1 \| Money market fund
Cash equivalents:
Total cash equivalents	34,972	33,562
Level 2
Cash equivalents:
Total cash equivalents	0	0
Short-term investments:
Total short-term investments	0	5,969
Total assets measured at fair value	0	5,969
Liabilities:
Warrant liability	66	43
Earnout liability	0	0
Total liabilities measured at fair value	66	43
Level 2 \| US Government Agencies Debt Securities [Member]
Short-term investments:
Total short-term investments		5,969
Level 2 \| Money market fund
Cash equivalents:
Total cash equivalents	0	0
Level 3
Cash equivalents:
Total cash equivalents	0	0
Short-term investments:
Total short-term investments	0	0
Total assets measured at fair value	0	0
Liabilities:
Warrant liability	0	0
Earnout liability	34	93
Total liabilities measured at fair value	34	93
Level 3 \| US Government Agencies Debt Securities [Member]
Short-term investments:
Total short-term investments		0
Level 3 \| Money market fund
Cash equivalents:
Total cash equivalents	$ 0	$ 0

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2024	Nov. 01, 2024
Entity Listings [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
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 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
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		16,051,981
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001498233
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
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 $115.00 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

9 Months Ended

Sep. 30, 2024

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 were reserved for issuance to employees, nonemployee directors, consultants, and advisors. Per the terms of the 2022 Plan, in the event any Post Conversion Awards issued and outstanding under the 2016 Plan are cancelled, terminated, or expire, said number of shares will be made available for issuance under the 2022 Plan. The share limit shall automatically increase on the first trading day in January of every calendar year during the term of the 2022 Plan, by an amount equal to the lesser of (i) two percent (2%) of the total number of shares of common stock issued and outstanding on December 31 of the immediately preceding calendar year or (ii) such number of shares of common stock as may be established by the board of directors. As of September 30, 2024, there were 2,143,038 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 ten years from grant date.

A summary of the Company’s employee and nonemployee stock option activity for the nine months ended September 30, 2024 is presented below:


	Shares	Weighted Average Exercise Price		Weighted Average Remaining Contract Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2023	1,258,483	$	19.22	4.5	$	767
Granted	—	$	—
Exercised	(3,896)	$	1.00
Expired/Forfeited	(199,421)	$	31.17
Outstanding as of September 30, 2024	1,055,166	$	17.03	4.5	$	751
Exercisable as of September 30, 2024	1,015,754	$	15.67	4.5	$	751
Vested and expected to vest as of September 30, 2024	1,055,166	$	17.03	4.5	$	751

As of September 30, 2024, there was $1.0 million of unrecognized stock-based compensation expense related to unvested stock options expected to be recognized over a weighted-average period of 0.8 years. The total intrinsic value of options exercised during the nine months ended September 30, 2024 was immaterial. The Company recognizes forfeitures as they occur.

Restricted Stock Units (“RSUs”)

Each RSU 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 activities for the nine months ended September 30, 2024 is presented below:


	Shares	Weighted Grant Date Fair Value
Outstanding as of December 31, 2023	608,029	$	16.36
Granted	1,086,328	$	3.00
Released	(223,776)	$	17.57
Forfeited	(145,311)	$	15.82
Outstanding as of September 30, 2024	1,325,270	$	5.27

As of September 30, 2024, there was $5.4 million of unrecognized stock-based compensation expense related to unvested RSUs expected to be recognized over a weighted-average period of 2.4 years. The total intrinsic value of RSUs outstanding at September 30, 2024 was $4.1 million. The Company recognizes forfeitures as they occur.

Performance-based Stock units

Each performance-based stock unit (“PSU”) granted under the 2022 Plan represents a right to receive one share of the Company’s common stock upon satisfaction of the performance-based conditions applicable to the PSU. There were no PSUs issued during the nine months ended September 30, 2024. During the nine months ended September 30, 2023, the Company granted 12,300 PSUs under the 2022 Plan, with 6,600 PSUs in the first tranche and 5,700 PSUs in the second

tranche. Each grant consisted 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 closing 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 closing 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. During the nine months ended September 30, 2024, 5,600 PSUs were cancelled.

Stock-Based Compensation

For the three and nine months ended September 30, 2024 and 2023, the Company recorded stock-based compensation expense as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Cost of revenue	$	9	$	45	$	629	$	149
Research and development expense	905		1,148		2,109		3,518
Selling, general and administrative expense	355		1,142		955		3,322
Total stock-based compensation expense	$	1,269	$	2,335	$	3,693	$	6,989

For the three months ended September 30, 2024 and 2023, the Company capitalized $9 thousand and $42 thousand, respectively, of stock-based compensation expense into inventory. For the nine months ended September 30, 2024 and 2023, the Company capitalized $30 thousand and $134 thousand, respectively, of stock-based compensation expense into inventory.

Leases (Details) - Schedule of weighted average remaining term and discount rates	Sep. 30, 2024	Dec. 31, 2023
Leases [Abstract]
Weighted average remaining lease term	3 years 6 months 10 days	4 years 3 months 7 days
Weighted average discount rate	14.48%	14.48%

Accrued Expenses and Other Current Liabilities

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following as of September 30, 2024 and December 31, 2023 (in thousands):


	September 30, 2024		December 31, 2023
Accrued payroll	$	1,542	$	878
Accrued expenses and taxes	789		2,798
Deferred revenue	2,566		367
Warranty reserve	17		23
Total accrued expenses and other current liabilities	$	4,914	$	4,066

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company’s provision for income taxes was immaterial for each of the three and nine months ended September 30, 2024 and 2023. The difference between the Company’s effective income tax rate and the U.S. federal statutory rate is primarily attributable to unrecognized U.S. federal and state tax benefits because of a full valuation allowance that the Company has established against its federal and state deferred tax assets and foreign tax rate differential from U.S. federal statutory rate. The Company conducts its business globally and its operating income is subject to varying rates of tax in the United States, Canada, Germany, and other locations. Consequently, the Company’s effective tax rate is dependent upon the geographic distribution of its earnings or losses and the tax laws and regulations in each geographical region. Due to historical losses in the United States, the Company continues to maintain a full valuation allowance against the U.S. federal and state deferred tax assets. If management’s assessment of the deferred tax assets or the corresponding valuation allowance were to change, the Company would record the related adjustment to income during the period in which management makes the determination. The Company is subject to income taxes in the U.S. federal, state, and various foreign jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. All of the Company’s tax years remain open for examination by the federal and state tax authorities for three and four years, respectively, from the date of utilization of the net operating loss or research and development tax credits. The Company does not have any tax audits or other issues pending.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: 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/1943274/2147477891/740-270-50-1

Reference 6: 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 7: 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 8: 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 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/740/tableOfContent

Reference 10: 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 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Accrued Expenses and Other Current Liabilities - Schedule of accrued expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Deferred revenue	$ 2,566	$ 367
Warranty reserve	17	23
Total accrued expenses and other current liabilities	4,914	4,066
Employee-related Liabilities	1,542	878
Accrued payroll	$ 789	$ 2,798

Warrants (Details) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended
Warrants (Details) $ / shares in Units, $ in Thousands	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2024 USD ($) tradingDay $ / shares shares	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
Warrants (Details) [Line Items]
Warrants exercise price (in Dollars per share) \| $ / shares	$ 0.01	$ 0.01
Warrants, redemption notice		30 days
Warrants, trading days threshold \| tradingDay		20
Warrants, consecutive trading days threshold \| tradingDay		30
Loss (gain) on change in fair value of warrant liability \| $		$ 23	$ (299)
Warrant liability \| $	$ 66	$ 66		$ 43
IPO
Warrants (Details) [Line Items]
Sale of public warrants (in shares) \| shares	8,625,000	8,625,000
Warrants , term	5 years	5 years
Class A Stock
Warrants (Details) [Line Items]
Price per share (in Dollars per share) \| $ / shares	$ 180.00	$ 180.00
Class A Stock \| IPO
Warrants (Details) [Line Items]
Number of shares per warrant (in shares) \| shares	10	10
Price per share (in Dollars per share) \| $ / shares	$ 115.00	$ 115.00
Business Combination
Warrants (Details) [Line Items]
Fair value of private placement \| $	$ 2,600	$ 2,600
Sponsor \| Purchase Agreement
Warrants (Details) [Line Items]
Private placement warrants (in shares) \| shares	5,175,000

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (17,294)	$ (40,226)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	302	370
Stock-based compensation	3,693	6,989
Amortization of right-of-use asset	1,253	1,177
Gain on sales of property and equipment	(59)	0
Accretion, other	(25)	(682)
Gain on change in fair value of earnout liability	(59)	(827)
Loss (gain) on change in fair value of warrant liability	23	(299)
Foreign currency transaction loss, net	0	757
Loss from extinguishment of debt	0	1,123
Changes in operating assets and liabilities:
Accounts receivable, net (including $1,873 and $166 from a related party)	3,068	(802)
Inventories	1,348	(941)
Prepaid expenses and other current assets	(1,806)	2,974
Other long-term assets	111	202
Accounts payable	1,288	(805)
Accrued expenses and other current liabilities (including $1,923 and $215 from a related party)	848	1,144
Operating lease liabilities	(1,391)	(680)
Net cash used in operating activities	(8,700)	(30,526)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(3)	(1,292)
Purchases of short-term investments	0	(37,806)
Proceeds from sales of property and equipment	60	0
Proceeds from maturities of short-term investments	6,000	25,200
Net cash provided by (used in) investing activities	6,057	(13,898)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible preferred stock with a related party, net of transaction costs	0	99,884
Repayment of secured term loan from a related party	0	(45,220)
Proceeds from issuance of common stock options	4	22
Payments of employee taxes related to vested restricted stock units	(103)	(63)
Net cash (used in) provided by financing activities	(99)	54,623
Effect of exchange rate changes on cash	(13)	426
Net (decrease) increase in cash, cash equivalents and restricted cash	(2,755)	10,625
Cash, cash equivalents and restricted cash, beginning of period	51,689	34,518
Cash, cash equivalents and restricted cash, end of period	48,934	45,143
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest	0	63
Cash paid for income taxes	14	0
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION
Operating leases	$ 0	$ 11,190

Revenue - Schedule of total revenue disaggregated by geographic region (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenue by country of domicile:
Revenue	$ 547	$ 3,833	$ 12,921	$ 8,105
Japan
Revenue by country of domicile:
Revenue	$ 368	$ 2,151	$ 11,834	$ 4,454
Japan \| Revenue Benchmark \| Geographic Concentration Risk
Revenue by country of domicile:
Concentration risk	67.00%	56.00%	92.00%	55.00%
United States
Revenue by country of domicile:
Revenue	$ 170	$ 1,583	$ 1,031	$ 3,153
United States \| Revenue Benchmark \| Geographic Concentration Risk
Revenue by country of domicile:
Concentration risk	31.00%	41.00%	8.00%	39.00%
Other
Revenue by country of domicile:
Revenue	$ 9	$ 99	$ 56	$ 498
Other \| Revenue Benchmark \| Geographic Concentration Risk
Revenue by country of domicile:
Concentration risk	2.00%	3.00%	0.00%	6.00%

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
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-Name Accounting Standards Codification
-Section 55
-Paragraph 48
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-URI https://asc.fasb.org/1943274/2147482785/280-10-55-48

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Debt (Details) $ in Thousands, ¥ in Millions			3 Months Ended		9 Months Ended
Debt (Details) $ in Thousands, ¥ in Millions	Jan. 24, 2023 USD ($)	Oct. 27, 2022 USD ($) businessDay	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Oct. 27, 2022 JPY (¥)
Short-Term Debt [Line Items]
Warrants fair value			$ 66		$ 66		$ 43
Loss from extinguishment of debt	$ 1,100		$ 0	$ 0	0	$ 1,123
Koito
Short-Term Debt [Line Items]
Foreign currency transaction loss	$ 800
Secured Debt \| Koito
Short-Term Debt [Line Items]
Interest expense					$ 300
Secured Debt \| Secured Debt \| Koito
Short-Term Debt [Line Items]
Debt instrument, face amount		$ 39,400						¥ 5,800
Interest rate		1.00%						1.00%
Secured Term Loan Agreement \| Secured Debt
Short-Term Debt [Line Items]
Loan maturity, after investment agreement close \| businessDay		3

Basic and Diluted Net Income (Loss) Per Share - Schedule of diluted net income (loss) per share (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of EPS (in shares)	6,543,415	5,656,287	6,543,415	5,834,952
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)	2,387,136	1,672,055	2,387,136	1,850,720
Preferred shares on an as-converted basis
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of EPS (in shares)	4,156,279	3,984,232	4,156,279	3,984,232

Property and Equipment, Net (Tables)

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

Property and equipment, net, consisted of the following as of September 30, 2024 and December 31, 2023 (in thousands):


	September 30, 2024		December 31, 2023
Machinery and equipment	$	2,213	$	2,326
Automobiles	45		45
Leasehold improvements	235		235
Computer and equipment	96		116
Total property and equipment	2,589		2,722
Less: accumulated depreciation and amortization	(1,439)		(1,272)
Total property and equipment, net	$	1,150	$	1,450

Fair Value Measurement (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of assets measured at fair value on a recurring basis

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


	September 30, 2024
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market fund	$	34,972	$	—	$	—	$	34,972
Total cash equivalents	$	34,972	$	—	$	—	$	34,972
Short-term investments:
Total short-term investments	$	—	$	—	$	—	$	—
Total assets measured at fair value	$	34,972	$	—	$	—	$	34,972

Liabilities:
Warrant liability	$	—	$	66	$	—	$	66
Earnout liability	—		—		34		34
Total liabilities measured at fair value	$	—	$	66	$	34	$	100


	December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market fund	$	33,562	$	—	$	—	$	33,562
Total cash equivalents	$	33,562	$	—	$	—	$	33,562
Short-term investments:
U.S. government agency securities	$	—	$	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

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 47,651	$ 50,406
Short-term investments	0	5,969
Accounts receivable, net of allowance for credit losses of $0 and $0 (including $248 and $2,121 from a related party)	556	3,625
Inventories	1,048	2,396
Prepaid expenses and other current assets	3,060	1,253
Total current assets	52,315	63,649
Property and equipment, net	1,150	1,450
Restricted cash	1,283	1,283
Other assets	8,703	10,067
Total assets	63,451	76,449
Current liabilities:
Accounts payable	2,416	1,128
Operating lease liabilities, current	2,141	1,875
Accrued expenses and other current liabilities (including $2,308 and $385 with a related party)	4,914	4,066
Total current liabilities	9,471	7,069
Warrant liability	66	43
Earnout liability	34	93
Operating lease liabilities, non-current	7,063	8,720
Total liabilities	16,634	15,925
Commitments and contingencies (Note 17)
Convertible preferred stock with a related party:
Convertible preferred stock – Par value $0.00001 per share – 5,000,000 shares authorized; 100,000 shares issued and outstanding (aggregate liquidation preference of $107.4 million and $104.1 million)	98,891	98,891
Stockholders’ equity (deficit):
Common stock	0	0
Additional paid-in capital	100,177	96,583
Accumulated other comprehensive loss	(352)	(345)
Accumulated deficit	(151,899)	(134,605)
Total stockholders’ equity (deficit)	(52,074)	(38,367)
Total liabilities, convertible preferred stock and stockholders’ equity (deficit)	$ 63,451	$ 76,449

Description of Business and Summary of Significant Accounting Policies - Schedule of Adjustments (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Less: cumulative preferred stock dividends	$ (1,130)	$ (1,083)	$ (3,353)	$ (2,992)
Net loss attributable to common stockholders	$ (11,772)	$ (12,377)	$ (20,647)	$ (43,218)
Net income (loss) per share, basic (in Dollars per share)	$ (0.73)	$ (0.78)	$ (1.29)	$ (2.74)
Net income (loss) per share, diluted (in Dollars per share)	$ (0.73)	$ (0.78)	$ (1.29)	$ (2.74)
Previously Reported [Member]
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Less: cumulative preferred stock dividends		$ 0		$ 0
Net loss attributable to common stockholders		$ (11,294)		$ (40,226)
Net income (loss) per share, basic (in Dollars per share)		$ (0.71)		$ (2.55)
Net income (loss) per share, diluted (in Dollars per share)		$ (0.71)		$ (2.55)
Adjustment
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items]
Less: cumulative preferred stock dividends		$ (1,083)		$ (2,992)
Net loss attributable to common stockholders		$ (1,083)		$ (2,992)
Net income (loss) per share, basic (in Dollars per share)		$ (0.07)		$ (0.19)
Net income (loss) per share, diluted (in Dollars per share)		$ (0.07)		$ (0.19)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

+ Details

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2024

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 nine months ended September 30, 2024 is presented below:


	Shares	Weighted Average Exercise Price		Weighted Average Remaining Contract Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2023	1,258,483	$	19.22	4.5	$	767
Granted	—	$	—
Exercised	(3,896)	$	1.00
Expired/Forfeited	(199,421)	$	31.17
Outstanding as of September 30, 2024	1,055,166	$	17.03	4.5	$	751
Exercisable as of September 30, 2024	1,015,754	$	15.67	4.5	$	751
Vested and expected to vest as of September 30, 2024	1,055,166	$	17.03	4.5	$	751

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

For the three and nine months ended September 30, 2024 and 2023, the Company recorded stock-based compensation expense as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Cost of revenue	$	9	$	45	$	629	$	149
Research and development expense	905		1,148		2,109		3,518
Selling, general and administrative expense	355		1,142		955		3,322
Total stock-based compensation expense	$	1,269	$	2,335	$	3,693	$	6,989

Share-Based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity

A summary of the Company’s RSU activities for the nine months ended September 30, 2024 is presented below:


	Shares	Weighted Grant Date Fair Value
Outstanding as of December 31, 2023	608,029	$	16.36
Granted	1,086,328	$	3.00
Released	(223,776)	$	17.57
Forfeited	(145,311)	$	15.82
Outstanding as of September 30, 2024	1,325,270	$	5.27

Leases - Narrative (Details)	Sep. 30, 2024
Leases [Abstract]
Lease term	1 year

Basic and Diluted Net Income (Loss) Per Share - Narrative (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of EPS (in shares)	6,543,415	5,656,287	6,543,415	5,834,952
Total amount of callable shares (shares)	1,380,000		1,380,000
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
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

Inventories

9 Months Ended

Sep. 30, 2024

Inventory Disclosure [Abstract]

Inventories

Inventories consisted of the following as of September 30, 2024 and December 31, 2023 (in thousands):


	September 30, 2024		December 31, 2023
Raw materials	$	379	$	1,182
Work-in-process	541		876
Finished goods	128		338
Total inventories	$	1,048	$	2,396

Inventories are carried and depicted above at the lower of cost or net realizable value. Write-downs were $0.1 million and $0.9 million for the three and nine months ended September 30, 2024.

Inventories - Schedule of inventories (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials	$ 379		$ 379		$ 1,182
Work-in-process	541		541		876
Finished goods	128		128		338
Total inventories	1,048		1,048		$ 2,396
Inventory write-down	$ 100	$ 400	$ 900	$ 600

Convertible Preferred Stock - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands					3 Months Ended
	Jan. 19, 2023	Oct. 27, 2022	Aug. 09, 2022	Nov. 24, 2021	Jun. 30, 2023	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Temporary Equity [Line Items]
Convertible preferred stock, par value (in Dollars per share)		$ 0.00001				$ 0.00001			$ 0.00001
Convertible preferred stock, shares outstanding (in shares)					100,000	100,000	100,000	100,000	100,000	100,000	100,000	0
Convertible preferred stock, shares issued (in shares)						100,000
Consideration to be received on transaction					$ 63
Incremental expenses	$ 1,100
Convertible preferred stock, shares authorized (in shares)						5,000,000			5,000,000
Convertible preferred stock, liquidation preference						$ 107,400
Conversion price (in Dollars per share)		$ 25.85
Optional redemption, advanced notification period		30 days
Optional redemption, period to repurchase		2 years
Optional redemption, net income requirement period		5 years
Optional redemption, related party redemption period		7 years
Preferred stock, put right, conversion		110.00%
Preferred stock, fundamental change, voting power		50.00%
Preferred stock, fundamental change, agreements exceeding		10.00%
Dividends payable						$ 7,400
Dividends payable (per share)						$ 74.40
Class A Stock \| Purchase Agreement
Temporary Equity [Line Items]
Shares issued in transaction (in shares)			15,000	5,000
Warrants \| Purchase Agreement
Temporary Equity [Line Items]
Issuance of convertible preferred stock, net of transaction costs (in shares)		100,000
Consideration to be received on transaction		$ 100,000
Preferred stock, paid-in-kind, dividend rate	4.25%
Preferred stock, dividend rate	3.25%

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2024
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 issued to Koito on January 19, 2023. See Note 10 for further information. On January 19, 2023, 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 a Secured Term Loan Agreement with Koito to borrow Japanese Yen ¥5.8 billion (approximately $39.4 million). On January 24, 2023, the Company repaid all outstanding principal and accrued interest under the Secured Term Loan Agreement. See Note 9 for further information. Koito Letter of Intention and Koito Merger Agreement On December 21, 2023, the Company received a non-binding indication of interest from Koito to acquire 100% of the outstanding shares of the Company not already owned by Koito, subject to certain executives of the Company, including Dr. Jun Pei, Cepton’s President and Chief Executive Officer (collectively, the “Rollover Participants”) agreeing to rollover all or a portion of their outstanding shares of common stock of the Company. On July 29, 2024, the Company entered into the Koito Merger Agreement with Koito and Merger Sub. The Koito Merger Agreement provides that, among other things and on the terms and subject to the conditions set forth in the Koito Merger Agreement, (i) Merger Sub shall be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation (the “Surviving Corporation”) and an indirectly controlled subsidiary of Koito; (ii) at the effective time of the Merger (the “Effective Time”) each share of common stock of the Company, par value $0.00001 per share (the “Company Common Stock”) issued and outstanding immediately before the Effective Time (other than (a) shares of Company Common Stock held by any subsidiary of the Company immediately prior to the Effective Time; (b) shares of Company Common Stock held by Koito or any of its subsidiaries or owned by the Company as treasury stock, in each case, immediately prior to the Effective Time; and (c) shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and for which the holder thereof is entitled to demand and properly demands the appraisal of such shares in accordance with, and complied in all respects with, Section 262 of the General Corporation Law of the State of Delaware) shall be converted automatically into the right to receive $3.17 per share without interest (the “Merger Consideration”); and (iii) each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) fully paid and non-assessable share of common stock, par value $0.00001 per share, of the Surviving Corporation. Each share of Preferred Stock issued and outstanding immediately prior to the Effective Time shall remain outstanding and shall not be cancelled. The Company’s warrants to acquire up to 862,500 shares of Company Common Stock issued and outstanding on the date of the Koito Merger Agreement originally issued as a component of the units sold in Growth Capital Acquisition Corp.’s initial public offering (the “Public Warrants”) and warrants to acquire up to 517,000 shares of Company Common Stock issued at the time of Growth Capital Acquisition Corp.’s initial public offering (the “Private Warrants” and, together with the Public Warrants, the “Warrants”) that are outstanding and unexercised as of immediately prior to the Effective Time shall be treated in accordance with the terms and conditions of the Warrant Agreement, dated as of January 29, 2021 by and between the Company and Continental Stock Transfer & Trust Company. The Company’s Earnout Shares shall be treated in accordance with the terms and conditions of the Business Combination Agreement, dated as of August 4, 2021, by and among the Company, GCAC Merger Sub Inc. and Cepton Technologies, as amended, pursuant to which, at the Effective Time, the Earnout Shares shall (i) be deemed unearned as the Merger Consideration does not exceed the share price milestone thresholds applicable to the Earnout Shares and (ii) be cancelled. If the Merger is consummated, shares of Company Common Stock and Public Warrants will be delisted from the Nasdaq Stock Market and deregistered under the Securities Exchange Act of 1934. The consummation of the Transaction, expected to close by the first quarter of 2025, is subject to the fulfillment or waiver of certain conditions, including the receipt of the requisite stockholder approval at a meeting of the Company’s stockholders and the receipt of required regulatory approvals, consents or clearances with respect to the Transaction, including from the Committee on Foreign Investment in the United States. The Company has made customary representations, warranties and covenants in the Koito Merger Agreement, including, among others, covenants to use reasonable best efforts to conduct its business in the ordinary course during the period between the date of the Koito Merger Agreement and the consummation of the Merger. The parties have agreed to use reasonable best efforts to take all actions necessary to consummate the Merger, including cooperating to obtain the regulatory approvals necessary to consummate the Merger. Voting Support Agreements Concurrent with the execution of the Koito Merger Agreement, Koito and each of Dr. Jun Pei, Dr. Jun Ye and Dr. Mark McCord (the “Supporting Stockholders”) entered into voting support agreements (the “Voting Support Agreements”), pursuant to which, among other things, each of the Supporting Stockholders agreed, subject to the terms thereof, to vote or cause to be voted, all of the shares of Company Common Stock beneficially owned by such Supporting Stockholders in favor of the adoption of the Koito Merger Agreement. The aggregate number of shares of Company Common Stock beneficially owned by the Supporting Stockholders and required to be voted or cause to be voted in favor of the adoption of the Koito Merger Agreement pursuant to the Voting Support Agreements represents approximately 38.7% of the outstanding shares of Company Common Stock, and along with the shares of Company Common Stock beneficially owned by Koito (excluding the Company Common Stock to which the shares of Series A Preferred Stock held by Koito are convertible), approximately 50.9% of the outstanding shares of Company Common Stock. In the event that the Board effects a Recommendation Change, then the aggregate number of shares of Company Common Stock beneficially owned by the Supporting Stockholders and required to be voted or caused to be voted in favor of the adoption of the Koito Merger Agreement pursuant to the Voting Support Agreements, along with the shares of Company Common Stock beneficially owned by Koito (including the Company Common Stock to which the shares of Series A Preferred Stock held by Koito are convertible), would be reduced to represent 35% of the outstanding shares of Company Common Stock. Rollover Agreement Concurrent with the execution of the Koito Merger Agreement, Koito, Project Camaro Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of Koito (“Holdco”), and the Rollover Participants entered into a rollover agreement (the “Rollover Agreement”), pursuant to which, immediately prior to the Effective Time, Dr. Jun Pei, Dr. Mark McCord and Mr. Yupeng Cui will contribute 1,291,810, 515,886 and 476,549 shares of Company Common Stock (the “Rollover Shares”), respectively, and Koito will separately contribute its 1,962,474 shares of Company Common Stock and 100,000 shares of Series A Preferred Stock as contemplated therein, to Holdco in exchange for certain equity interests in Holdco. Pursuant to the Rollover Agreement, the Rollover Participants agreed to certain restrictive covenants, including restrictions on competition and solicitation. The Rollover Agreement also contemplates that at the closing, the Rollover Participants, Parent and Holdco will enter into an Amended and Restated Limited Liability Company Agreement of Holdco, which provides for scheduled repurchases of the equity interests issued to the Rollover Participants at a purchase price determined by multiplying the number of Rollover Shares by the Merger Consideration, plus an applicable rate of interest, subject to acceleration or reduction in certain circumstances. Transaction costs During the three and nine months ended September 30, 2024, the Company incurred $1.6 million and $3.2 million of transaction costs, which were recorded in selling, general and administrative expenses in the condensed consolidated statement of operations and comprehensive income (loss). Other Transactions with Koito Koito is an automotive tier 1 partner and investor of the Company. Sales to Koito were $0.3 million and $2.1 million (or 49% and 55% of our total revenue) for the three months ended September 30, 2024 and 2023, respectively. Sales to Koito were $11.7 million and $4.2 million (or 91% and 52% of our total revenue) for the nine months ended September 30, 2024 and 2023, respectively. Accounts receivable from Koito were $0.2 million as of September 30, 2024 and $2.1 million as of December 31, 2023. In December 2023, Koito informed the Company that GM, which had awarded Koito the series production award, had decided to re-scope its advanced driver assistance systems (“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 a project investment cost recovery claim related to the cancellation. See Note 17 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/1943274/2147477968/946-235-50-2

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/1943274/2147477968/946-235-50-2

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/1943274/2147479134/946-220-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/1943274/2147479134/946-220-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/1943274/2147479134/946-220-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
-SubTopic 10
-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

Earnout Liability (Tables)

9 Months Ended

Sep. 30, 2024

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:


	September 30, 2024			December 31, 2023
Stock price	$	3.08		$	3.14
Expected volatility	117.0		%	117.0		%
Risk-free interest rate	5.32		%	5.32		%
Expected term (in years)	0.6			1.2
Expected dividend yield	0		%	0		%

Leases (Tables)

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Schedule of components of lease expense

The components of lease expense for the three and nine months ended September 30, 2024 and 2023 were as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Operating lease cost	$	799	$	803	$	2,398	$	2,271
Variable lease cost	215		202		652		610
Total operating lease cost	$	1,014	$	1,005	$	3,050	$	2,881

Schedule of supplemental cash flow information

Supplemental cash flow information for the nine months ended September 30, 2024 and 2023 related to leases was as follows (in thousands):


	Nine Months Ended September 30,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Cash paid for operating leases included in operating activities	$	2,438	$	1,774
Right of use assets obtained in exchange for lease obligations:
Operating leases	$	—	$	11,190

Schedule of supplemental balance sheet information related to leases

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


	September 30, 2024		December 31, 2023
Operating lease right-of-use assets	$	8,674	$	10,038
Operating lease liabilities:
Operating lease liabilities, current	$	2,141	$	1,875
Operating lease liabilities, non-current	7,063		8,720
Total operating lease liabilities	$	9,204	$	10,595

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

Schedule of weighted average remaining term and discount rates

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


	September 30, 2024		December 31, 2023
Weighted-average remaining lease term	3.53		4.27
Weighted-average discount rate	14.48	%	14.48	%

Schedule of maturities of lease liabilities

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


Year Ending December 31,
2024	$	811
2025	3,318
2026	3,324
2027	3,368
Thereafter	847
Total undiscounted lease payments	$	11,668

Present value adjustment for minimum lease commitments	(2,464)
Net lease liabilities	$	9,204

Condensed Consolidated Statements of Cash Flows (Unaudited) (Parentheticals) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Change in accounts receivables	$ (3,068)	$ 802
Change in accrued expenses and other current liabilities	848	1,144
Related Party
Change in accounts receivables	(1,873)	(166)
Change in accrued expenses and other current liabilities	$ 1,923	$ 215

Leases (Details) - Schedule of maturities of lease liabilities $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($)
Leases [Abstract]
2022	$ 811
Lessee, Operating Lease, Liability, to be Paid, Year One	3,318
Lessee, Operating Lease, Liability, to be Paid, Year Two	3,324
Lessee, Operating Lease, Liability, to be Paid, Year Three	3,368
Thereafter	847
Total undiscounted lease payments	11,668
Present value adjustment for minimum lease commitments	(2,464)
Net lease liabilities	$ 9,204

Stock-Based Compensation - Schedule of Restricted Stock (Details) - $ / shares	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Shares
Forfeited (in shares)	(5,600)
Weighted Grant Date Fair Value
Released (in Dollars per share)	$ 17.57
Restricted Stock Units (RSUs)
Shares
Outstanding, beginning balance (in shares)	608,029
Granted (in shares)	1,086,328
Released (in shares)	(223,776)
Forfeited (in shares)	(145,311)
Outstanding, ending balance (in shares)	1,325,270
Weighted Grant Date Fair Value
Outstanding (in Dollars per share)	$ 5.27	$ 16.36
Granted (in Dollars per share)	3.00
Forfeited (in Dollars per share)	$ 15.82

Segments (Details) - segment	3 Months Ended	9 Months Ended
Segments (Details) - segment	Sep. 30, 2024	Sep. 30, 2024
Segments (Details) [Line Items]
Number of operating segments		1
United States
Segments (Details) [Line Items]
Long lived assets	100.00%

Leases (Details) - Schedule of supplemental cash flow information - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Cash paid for operating leases included in operating activities	$ 2,438	$ 1,774
Right of use assets obtained in exchange for lease obligations:
Operating leases	$ 0	$ 11,190

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2024
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. Between October 3 and 9, 2024, the Company received four demand letters (“Demand Letters”) from purported shareholders alleging that the Company’s disclosures in its preliminary proxy statement filed by the Company with the SEC on September 25, 2024 (the “Preliminary Proxy statement”), containing important information regarding the proposed transaction with Koito, were deficient. The Demand Letters demand that the Company make certain additional disclosures, and state that the shareholders reserve their rights to take action if the Company does not make the requested supplemental disclosures. One of the Demand Letters also attached a draft proposed complaint, stating that the shareholder would be prepared to file if the Company does not make the requested supplemental disclosures. In addition, on November 1, 2024, an alleged shareholder of the Company filed a complaint in the United States District Court for the Northern District of California against the Company and the members of its Board of Directors. The complaint, which is captioned Bailey v. Cepton et al., Case No.: 5:24-cv-7581 (the “Complaint”), alleges that the Preliminary Proxy Statement contains misleading disclosures and omissions, purportedly in violation of Section 14(a) of the Exchange Act. The Complaint also asserts a claim for control person liability under Section 20(a) of the Exchange Act. The Complaint seeks, among other things, an injunction enjoining the consummation of the Merger (defined in Note 18) and rescissory damages if the Merger is consummated without the Company having made the supplemental disclosures. The Company believes that the disclosures included in our Preliminary Proxy Statement, as amended from time to time and subject to the filing of a definitive proxy statement, complied fully with applicable law and that the Demand Letters and the Complaint are without merit. 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 material accruals for loss contingencies associated with such legal claims, actions or litigation as of September 30, 2024 and December 31, 2023. Contract Manufacturer Loss Contingencies As a result of the GM series production award cancellation 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. The project 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. As of September 30, 2024, $0.3 million contingent liability was accrued and included in accrued expenses and other current liabilities in the condensed consolidated balance sheets. Other Contingencies As a result of the GM 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 2024; however, a formal recovery timeline and total amount have not been agreed to and are unknown at this time. For the nine months ended September 30, 2024, the Company recognized a $4.0 million gain related to cost recovery in other income, net in the condensed consolidated statement of operations and comprehensive income (loss), and received a cash payment in April 2024. The remaining portion of the cost recovery claim was uncertain and the amount was neither estimable, realized nor realizable.

Commitments and Contingencies (Details) $ in Thousands	9 Months Ended
Commitments and Contingencies (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Lessee, Lease, Description [Line Items]
Gain recognized on cost recovery	$ (4,000)
Loss Contingencies [Line Items]
Loss Contingency, Loss in Period	$ 300

- 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 + Details

Stockholders’ Equity (Deficit)	9 Months Ended
Stockholders’ Equity (Deficit)	Sep. 30, 2024
Stockholders' Equity Note [Abstract]
Stockholders’ Equity (Deficit)	Stockholders’ Equity (Deficit) Common Stock Holders of common stock were entitled to one vote per share, and to receive dividends when, as and if declared by the board of directors, and, upon liquidation or dissolution, were entitled to receive all assets available for distribution to stockholders. The holders had no preemptive or other subscription rights and there were no redemption or sinking fund provisions with respect to such shares. As of September 30, 2024, the Company had authorized 35,000,000 shares of common stock, each with a par value of $0.00001. As of September 30, 2024, there were 16,051,981 shares of common stock issued and outstanding. Lincoln Park Transaction On November 24, 2021, Legacy Cepton entered into a Purchase Agreement with Lincoln Park Capital LLC (“Lincoln Park”), 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”) from February 10, 2022 to February 10, 2025, 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. No shares were sold under the Purchase Agreement in 2024 or 2023.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
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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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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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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 10: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 11: 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 14: 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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+ Details

Description of Business and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2024
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 (the “IPO”), following which its shares began trading on the Nasdaq Stock Market (“Nasdaq”). On August 4, 2021, GCAC entered into a Business Combination Agreement (as amended, the “Merger Agreement”) with Cepton Technologies, Inc. (“Legacy Cepton”) and GCAC Merger Sub Inc., a wholly owned subsidiary of GCAC. On February 10, 2022, the transactions contemplated by the Merger Agreement (the “Business Combination”) were consummated. In connection with the closing of the Business Combination, GCAC changed its name to Cepton, Inc. and its shares and public warrants began trading on 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. Contemporaneously with the execution of the Merger Agreement, GCAC entered into subscription agreements with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to purchase an aggregate of 5,950,000 shares of common stock at a purchase price of $10.00 per share, or an aggregate purchase price of $59.5 million (the “PIPE Investment”). 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 near- or long-range, high resolution 3D perception for smart applications. The Company is headquartered in San Jose, California, United States. On July 29, 2024, the Company entered into an Agreement and Plan of Merger (the “Koito Merger Agreement” and, together with the transactions contemplated thereby, the “Transaction”) with Koito and Project Camaro Merger Sub, Inc., an indirectly wholly-owned subsidiary of Koito (“Merger Sub”), pursuant to which, among other things and on the terms and subject to the conditions set forth in the Koito Merger Agreement, Merger Sub shall be merged with and into Cepton, with Cepton continuing as the surviving corporation and an indirect subsidiary of Koito. See Note 18 for further information.
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The condensed consolidated financial statements include the accounts of the Company’s wholly owned subsidiaries in Canada, Germany and other locations. All intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated financial statements include all adjustments considered necessary by management to fairly state the results of operations, financial position and cash flows. The accompanying interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of September 30, 2024, the Company had cash and cash equivalents of $47.7 million and an accumulated deficit of $151.9 million. During the nine months ended September 30, 2024, the Company incurred an operating loss of $23.0 million and had negative cash flows from operating activities of $8.7 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, as defined in Note 10), convertible promissory notes, and the net proceeds received through the Business Combination, PIPE Investment, and private placements of the Legacy Cepton convertible preferred stock. Failure to generate sufficient revenues, achieve planned gross margins and operating profitability, control operating costs, or secure additional funding may require the Company to modify, delay, or abandon some of its planned future expansion or development, or to otherwise enact operating cost reductions available to management, which could have a material adverse effect on the Company’s business, operating results, financial condition, and ability to achieve its intended business objectives. 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	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 in money market funds. The Company believes that the financial institutions that hold its cash and cash equivalents are financially sound and, accordingly, represent minimal credit risk. Deposits held with banks may exceed the amount of federal insurance limits provided on such deposits.
Use of Estimates	Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include, but are not limited to, 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 condensed consolidated financial condition and results of operations.
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 September 30, 2024, there were immaterial changes to the accrued warranty liability which was recorded in accrued expenses and other current liabilities on the condensed consolidated balance sheet.
Reclassifications	Reclassification During the course of preparing the financial statements for the second quarter of 2024, the Company identified an immaterial error in its presentation of basic and diluted net loss, which impacted each of the periods since the first quarter of 2023. The Company should have calculated the numerator of the basic and diluted net (loss) income per share using the net loss attributable to common stockholders, which is the net loss adjusted for the dividends on cumulative preferred stock earned during the period. The Company believes the correction of the error is immaterial to the previously issued condensed consolidated financial statements for prior periods.
Recently Adopted and Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In November 2023, the Financial Accounting Standards Board 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 condensed consolidated financial statements disclosures

Condensed Consolidated Statements of Operations and Comp-rehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Related Party
Revenue	$ 300	$ 2,100	$ 11,700	$ 4,200
Product
Revenue	466	3,802	1,981	7,813
Product \| Related Party
Revenue	236	2,101	931	3,915
Development Revenue
Revenue	81	31	10,940	292
Development Revenue \| Related Party
Revenue	$ 32	$ 23	$ 10,781	$ 293

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 41
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-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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+ Details

Basic and Diluted Net Income (Loss) Per Share

9 Months Ended

Sep. 30, 2024

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 considers its convertible preferred stock outstanding as of September 30, 2024 to be participating as holders of such securities have non-forfeitable dividend rights in the event of the declaration of a dividend for shares of common stock. When the Company is in a net loss position, the net loss attributable to common stockholders is not allocated to the convertible preferred stock under the two-class method as these securities do not have a contractual obligation to share in losses. Basic net income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of the Company’s common stock outstanding. 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 table presents the reconciliation of the numerators and denominators of basic and diluted net (loss) income per share:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Numerator
Net loss	$	(10,642)	$	(11,294)	$	(17,294)	$	(40,226)
Less: cumulative preferred stock dividends	(1,130)		(1,083)		(3,353)		(2,992)
Net loss attributable to common stockholders	$	(11,772)	$	(12,377)	$	(20,647)	$	(43,218)

Denominator
Weighted-average common shares outstanding – Basic	16,047,213		15,834,152		15,971,448		15,750,586
Stock options to purchase common stock and RSUs	—		—		—		—
Weighted-average common shares outstanding – Diluted	16,047,213		15,834,152		15,971,448		15,750,586

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


	Three Months Ended September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
Stock options to purchase common stock and RSUs	2,387,136	1,672,055	2,387,136	1,850,720
Preferred shares on an as-converted basis	4,156,279	3,984,232	4,156,279	3,984,232
Total	6,543,415	5,656,287	6,543,415	5,834,952

As of September 30, 2024 and 2023, 1,300,000 Earnout Shares (as defined in Note 13) 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 September 30, 2024 and 2023. As of September 30, 2024 and 2023, 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.

Debt	9 Months Ended
Debt	Sep. 30, 2024
Debt Disclosure [Abstract]
Debt	Debt 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. Amortization of the debt discount, in accordance with the effective interest method, was recorded as interest expense in the accompanying condensed 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 Japanese Yen ¥5.8 billion (approximately $39.4 million) under the Secured Term Loan Agreement. Obligations under the Secured Term Loan Agreement were secured by interests 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 nine months ended September 30, 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.

- 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.

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+ Details

Revenue

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Revenue


	Three Months Ended September 30,
	2024				2023
	Revenue		% of Revenue		Revenue		% of Revenue
Revenue by country of domicile:
Japan	$	368	67	%	$	2,151	56	%
United States	170		31	%	1,583		41	%
Other	9		2	%	99		3	%
Total	$	547	100	%	$	3,833	100	%


	Nine Months Ended September 30,
	2024				2023
	Revenue		% of Revenue		Revenue		% of Revenue
Revenue by country of domicile:
Japan	$	11,834	92	%	$	4,454	55	%
United States	1,031		8	%	3,153		39	%
Other	56		—	%	498		6	%
Total	$	12,921	100	%	$	8,105	100	%

As of September 30, 2024 and December 31, 2023, the Company had $2.6 million and $0.4 million of deferred revenue included in accrued expenses and other current liabilities, respectively, and no contract assets.

- Definition

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

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+ Details