Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 12, 2024

CEPTON, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39959

27-2447291

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

399 West Trimble Road

San Jose, CA 95131

(Address of principal executive offices, including zip code)

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

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Each Class:

Trading Symbol(s)

Name of Each Exchange on Which Registered:

Common stock, par value $0.00001 per share

CPTN

The Nasdaq Stock Market LLC

Redeemable warrants, exercisable for common stock at an exercise price of $115.00 per share, subject to adjustment

CPTNW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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

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Item 2.02 Results of Operations and Financial Condition.

On August 12, 2024, Cepton, Inc., a Delaware corporation (the “Company”), announced financial results for its second quarter ended June 30, 2024. A copy of the Company’s press release announcing these financial results is attached as Exhibit 99.1 hereto and incorporated in this Item 2.02 by reference.

The information set forth in Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.						Description
99.1						Press Release, dated August 12, 2024
104.1						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

			CEPTON, INC.
Date: August 12, 2024			By:			/s/ Jun Pei
			Name:			Jun Pei
			Title:			President and Chief Executive Officer

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Exhibit 99.1

Cepton, Inc. Reports Second Quarter 2024 Results

SAN JOSE, CA, August 12, 2024 – Cepton, Inc. (“Cepton”) (Nasdaq: CPTN), a Silicon Valley innovator and leader in high performance lidar solutions, today announced its business updates and financial results for the second quarter ended June 30, 2024.

“We are in the final stage of RFQ with a Top 10 global automotive OEM for our long-range lidar, and we anticipate final decision in the second half of this year,” said Jun Pei, Cepton’s Co-Founder and CEO. “We are excited about the next stage of Cepton’s growth to better support our automotive OEM customers in the commercialization of our lidar technology.”

Business Highlights

•Signed an Agreement and Plan of Merger providing for the acquisition by Koito Manufacturing Co., Ltd. (“Koito”) on July 29, 2024 of all of the outstanding capital stock of Cepton not owned by Koito for $3.17 per share in an all-cash transaction . The transaction is expected to close in the first quarter of 2025, subject to approval of our stockholders representing at least a majority of the outstanding shares, regulatory approvals, and other customary closing conditions.

•Completed key milestones in an engineering services contract with Koito for our near-range lidar development during Q2’24.

•Continued final sourcing discussions with a Top 10 global automotive OEM.

•Continued RFQ first round discussions with a Top 3 global automotive OEM.

•Executed Ultra long-range lidar B-sample demonstrations and RFI/RFQ discussions with global OEMs.

•Launched Cepton simulator StudioViz to accelerate OEM lidar adoption.

Financial Highlights

Revenue

•Second quarter 2024 total revenue was $10.4 million, compared to $2.8 million in the prior year comparable quarter and $1.9 million in the previous sequential quarter.

Net Income, Non-GAAP Net Income, and Per Share Data

•Second quarter 2024 GAAP net income was $0.2 million. Net loss attributable to common stockholders was $(0.9) million, or $(0.06) per share, basic and diluted

•Second quarter 2024 non-GAAP net income was $1.6 million. Non-GAAP net income attributable to common stockholders was $0.5 million, or $0.03 per share, basic and diluted.

Adjusted EBITDA

•Second quarter 2024 adjusted EBITDA was $1.1 million.

Conference Call Cancelled

Following the previously announced entry into the Agreement and Plan of Merger with Koito on July 29, 2024 and the pendency of the transaction, which remains subject to stockholder approval and the satisfaction of or (to the extent permitted by law) waiver of other specified closing conditions, Cepton will not host an earnings conference call.

About Cepton, Inc.

Cepton is a Silicon Valley innovator of lidar-based solutions for automotive (ADAS/AV), smart cities, smart spaces, and smart industrial applications. With its patented lidar technology, Cepton aims to take lidar mainstream and achieve a

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balanced approach to performance, cost and reliability, while enabling scalable and intelligent 3D perception solutions across industries.

Founded in 2016 and led by industry veterans with decades of collective experience across a wide range of advanced lidar and imaging technologies, Cepton is focused on the mass market commercialization of high performance, high quality lidar solutions. Cepton is headquartered in San Jose, CA and has a center of excellence facility in Troy, MI to provide local support to automotive customers in the Detroit Metropolitan area. Cepton also has a presence in Germany to serve a fast-growing global customer base. For more information, visit www.cepton.com and follow Cepton on LinkedIn and X (formerly known as Twitter). Information on or that can be accessed through our website, our LinkedIn and X accounts, or that is contained in any website to which a hyperlink is provided herein is not part of this press release.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current fact included in this press release are forward-looking statements. The statements included above as well as any other statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements may be identified by the use of words such as “estimate,” “objective,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “milestone,” “designed to,” “proposed” or other similar expressions that predict or imply future events or trends or that are not statements of historical matters. Cepton cautions readers of this press release that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond Cepton’s control, that could cause the actual results to differ materially from the expected results. These forward-looking statements include, but are not limited to, statements estimates and forecasts of financial and performance metrics, projections of market opportunity and market share, statements regarding potential benefits and the commercial attractiveness to its customers of Cepton’s products and services, the potential success of Cepton’s marketing and expansion strategies, and the potential for Cepton to achieve design awards.

These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of Cepton’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. These forward-looking statements are subject to a number of risks and uncertainties, including (1) Cepton’s pending transaction with Koito, including its ability to close such transaction in a timely manner or at all; (2) the conditions affecting the markets in which Cepton operates; (3) the success of Cepton’s strategic relationships, including with Koito, which is not exclusive; (4) fluctuations in sales by Cepton’s major customers; (5) fluctuations in capital spending in the automotive and smart infrastructure markets; (6) negative impact on the global economy and capital markets resulting from macroeconomic conditions, including inflation and rising interest rates, the effects of public health crises, and the potential impact of geopolitical conflicts, such as the ongoing conflicts in Ukraine and the Middle East; (7) changes in applicable laws or regulations; (8) the possibility that Cepton’s business may be adversely affected by other economic, business, or competitive factors; (9) the risk that current trends in the automotive and smart infrastructure markets decelerate or do not continue; (10) errors or material differences in Cepton’s estimates and expectations for its financial performance and growth, including when Cepton will generate positive cash flow from operations; (11) risks relating to the uncertainty of projected financial and operating information, including whether Cepton will be able to achieve its target milestones, its pricing and sales volume targets, and win the engagements contemplated in its projected pipeline, and the ability of OEMs and other strategic partners to re-source or cancel vehicle or technology programs; (12) risks related to future market adoption of Cepton’s offerings; (13) risks related to Cepton’s marketing and growth strategies; (14) the effects of competition on Cepton’s future business; (15) Cepton’s ability to issue equity or equity-linked securities in the future; (16) Cepton’s ability to raise funding on reasonable terms as necessary to develop its products in the timeframe contemplated by its business plan, and to comply with the terms of any restrictive, financial or other covenants in the agreements governing such funding, including the consent and other rights granted to Koito as part of Koito’s convertible preferred stock investment; (17) Cepton’s ability to execute its business plans and strategy; (18) the outcome of any legal proceedings that may be instituted against Cepton, including any related to the business combination with Growth Capital Acquisition Corp.; (19) risks related to the new series production award differing from Cepton’s expectations, or that the arrangement can be terminated or may not materialize into a long-term contract partnership arrangement, and the new engineering services contract with Koito relating thereto; and (20) the other risks and uncertainties indicated from time to time in the reports and documents Cepton files with the Securities and Exchange Commission (the “SEC”), including in its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. If any of these risks materialize or any of Cepton’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Cepton does not presently know or that Cepton currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Cepton’s expectations, plans or forecasts of

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future events and views as of the date of this press release. Cepton anticipates that subsequent events and developments will cause its assessments to change. These forward-looking statements should not be relied upon as representing Cepton’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements. Cepton undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as required by law.

Actual results, performance or achievements may, and are likely to, differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements were based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond Cepton’s control.

Non-GAAP Financial Measures

Some of the financial information and data contained in this press release, such as Non-GAAP net income (loss) and adjusted EBITDA, have not been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). Non-GAAP net income (loss) is defined as GAAP net income (loss) excluding stock-based compensation, realizable gain from series production award cancellation loss recovery, non-recurring transaction expenses, gain on sales of property and equipment, gain or loss on changes in fair value of earnout liability and warrants, foreign currency transaction loss, net, and loss on extinguishment of debt. As a result of the cancellation of the GM series production award in December 2023, Cepton submitted a project investment cost recovery claim and realized a gain from project cancellation cost recovery in the six months ended June 30, 2024. This gain is excluded from the calculation of Non-GAAP net income (loss). Adjusted EBITDA is defined as Non-GAAP net income (loss) before interest income or expense, provision for income taxes, and depreciation and amortization.

Cepton believes these non-GAAP financial measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Cepton’s financial condition and results of operations. Cepton believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating actual and projected operating results and trends in comparing Cepton’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. Cepton also believes that adjusted EBITDA is useful to investors and analysts in assessing our operating performance during the periods these charges were incurred on a consistent basis with the periods during which these charges were not incurred. Our presentation of adjusted EBITDA should not be considered as an inference that our future results and financial position will be unaffected by unusual items. Cepton does not consider these non-GAAP financial measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and other amounts that are required by GAAP to be recorded in Cepton’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expenses and other amounts are excluded or included in determining these non-GAAP financial measures.

Cepton, Inc. Contacts

Investors: [e-mail]

Media: Chelsie Brecht [e-mail]

Source: Cepton, Inc.

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CEPTON, INC. AND SUBSIDIARIES

Reconciliation of GAAP Net Income (Loss) to Non-GAAP Net Income (Loss) and Non-GAAP Adjusted EBITDA

(In thousands, except share and per share data)

(unaudited)

			Three Months Ended June 30,												Six Months Ended June 30,
			2024						2023 (1)						2024						2023 (1)
Net income (loss)			$	181					$	(14,190)					$	(6,652)					$	(28,932)
Stock-based compensation			1,498						3,307						2,424						4,654
Gain from project cancellation cost recovery			—						—						(4,000)						—
Non-recurring transaction expenses			62						—						1,622						2,709
Gain on sales of property and equipment			(60)						—						(60)						—
Gain (loss) on change in fair value of earnout liability			(59)						26						(59)						(736)
Loss (gain) on change in fair value of warrant liability			11						(36)						18						(130)
Foreign currency transaction loss, net			—						—						—						750
Loss on extinguishment of debt			—						—						—						1,123
Non-GAAP net income (loss)			$	1,633					$	(10,893)					$	(6,707)					$	(20,562)
Interest income, net			(613)						(917)						(1,267)						(1,216)
(Benefit) provision for income taxes			(21)						3						(14)						3
Depreciation and amortization			101						167						204						235
Adjusted EBITDA			$	1,100					$	(11,640)					$	(7,784)					$	(21,540)
Net income (loss)			$	181					$	(14,190)					$	(6,652)					$	(28,932)
Less: cumulative preferred stock dividends			(1,118)						(1,071)						(2,224)						(1,909)
Net loss attributable to common stockholders			$	(937)					$	(15,261)					$	(8,876)					$	(30,841)
Non-GAAP net income (loss)			$	1,633					$	(10,893)					$	(6,707)					$	(20,562)
Less: cumulative preferred stock dividends			(1,118)						(1,071)						(2,224)						(1,909)
Non-GAAP net income (loss) attributable to common stockholders			$	515					$	(11,964)					$	(8,931)					$	(22,471)
GAAP net loss per share attributable to common stockholders:
Basic			$	(0.06)					$	(0.97)					$	(0.56)					$	(1.96)
Diluted			$	(0.06)					$	(0.97)					$	(0.56)					$	(1.96)
Non-GAAP net income (loss) per share attributable to common stockholders:
Basic			$	0.03					$	(0.76)					$	(0.56)					$	(1.43)
Diluted			$	0.03					$	(0.76)					$	(0.56)					$	(1.43)
Shares used in computing GAAP net loss per share attributable to common stockholders:
Basic			15,978,032						15,737,917						15,933,150						15,708,102
Diluted			15,978,032						15,737,917						15,933,150						15,708,102
Shares used in computing Non-GAAP net income (loss) per share attributable to common stockholders:
Basic			15,978,032						15,737,917						15,933,150						15,708,102
Diluted			16,238,148						15,737,917						15,933,150						15,708,102

(1)

Prior period figures are presented as adjusted for the one-for-ten reverse stock split of Cepton’s issued common stock (the “Reverse Stock Split”) effective on September 21, 2023.

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CEPTON, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands, except share data)

(unaudited)

			June 30, 2024						December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents			$	56,021					$	50,406
Short-term investments			—						5,969
Accounts receivable, net of allowance for credit losses of $0 and $0			333						3,625
Inventories			1,235						2,396
Prepaid expenses and other current assets			3,393						1,253
Total current assets			60,982						63,649
Property and equipment, net			1,249						1,450
Restricted cash			1,283						1,283
Other assets			9,167						10,067
Total assets			$	72,681					$	76,449
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable			$	2,877					$	1,128
Operating lease liabilities, current			2,045						1,875
Accrued expenses and other current liabilities			3,833						4,066
Total current liabilities			8,755						7,069
Warrant liability			61						43
Earnout liability			34						93
Operating lease liabilities, non-current			7,635						8,720
Total liabilities			16,485						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 $106.3 million and $104.1 million)			98,891						98,891
Stockholders’ equity (deficit):
Common stock – Par value $0.00001 per share – 35,000,000 shares authorized; 16,043,207 and 15,861,494 shares issued and outstanding			—						—
Additional paid-in capital			98,913						96,583
Accumulated other comprehensive loss			(351)						(345)
Accumulated deficit			(141,257)						(134,605)
Total stockholders’ equity (deficit)			(42,695)						(38,367)
Total liabilities, convertible preferred stock and stockholders’ equity (deficit)			$	72,681					$	76,449

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CEPTON, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(In thousands, except share and per share data)

(unaudited)

			Three Months Ended June 30,												Six Months Ended June 30,
			2024						2023 (1)						2024						2023 (1)
Lidar sensor and prototype revenue			$	374					$	2,771					$	1,515					$	4,011
Development revenue			10,054						16						10,859						261
Total revenue			10,428						2,787						12,374						4,272
Lidar sensor and prototype cost of revenue			976						2,348						2,188						3,796
Development cost of revenue			3,098						5						3,409						116
Total cost of revenue			4,074						2,353						5,597						3,912
Gross profit			6,354						434						6,777						360
Operating expenses:
Research and development			3,234						9,365						8,888						16,603
Selling, general and administrative			3,709						6,185						9,973						12,916
Total operating expenses			6,943						15,550						18,861						29,519
Operating loss			(589)						(15,116)						(12,084)						(29,159)
Other income (expense):
Gain (loss) on change in fair value of earnout liability			59						(26)						59						736
(Loss) gain on change in fair value of warrant liability			(11)						36						(18)						130
Other income, net			88						2						4,110						21
Loss on extinguishment of debt			—						—						—						(1,123)
Foreign currency transaction loss, net			—						—						—						(750)
Interest income, net			613						917						1,267						1,216
Income (loss) before income taxes			160						(14,187)						(6,666)						(28,929)
Benefit (provision) for income taxes			21						(3)						14						(3)
Net income (loss)			$	181					$	(14,190)					$	(6,652)					$	(28,932)
Less: cumulative preferred stock dividends			(1,118)						(1,071)						(2,224)						(1,909)
Net loss attributable to common stockholders			$	(937)					$	(15,261)					$	(8,876)					$	(30,841)
Net loss per share attributable to common stockholders, basic			$	(0.06)					$	(0.97)					$	(0.56)					$	(1.96)
Net loss per share attributable to common stockholders, diluted			$	(0.06)					$	(0.97)					$	(0.56)					$	(1.96)
Weighted-average common shares, basic			15,978,032						15,737,917						15,933,150						15,708,102
Weighted-average common shares, diluted			15,978,032						15,737,917						15,933,150						15,708,102

(1)

Prior period figures are presented as adjusted for the Reverse Stock Split effective on September 21, 2023.

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CEPTON, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(In thousands)

(unaudited)

			Six Months Ended June 30,
			2024						2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss			$	(6,652)					$	(28,932)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			204						235
Stock-based compensation			2,424						4,654
Amortization of right-of-use asset			826						773
Gain on sales of property and equipment			(60)						—
Accretion, other			(25)						(373)
Gain on change in fair value of earnout liability			(59)						(736)
Loss (gain) on change in fair value of warrant liability			18						(130)
Foreign currency transaction loss, net			—						750
Loss from extinguishment of debt			—						1,123
Changes in operating assets and liabilities:
Accounts receivable, net			3,292						(791)
Inventories			1,161						(1,216)
Prepaid expenses and other current assets			(2,140)						1,958
Other long-term assets			74						202
Accounts payable			1,749						741
Accrued expenses and other current liabilities			(232)						791
Operating lease liabilities			(915)						(289)
Net cash used in operating activities			(335)						(21,240)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment			(3)						(1,186)
Purchases of short-term investments			—						(37,806)
Proceeds from sales of property and equipment			60						—
Proceeds from maturities of short-term investments			6,000						5,200
Net cash provided by (used in) investing activities			6,057						(33,792)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible preferred stock with a related party, net of transaction costs			—						99,884
Repayment of secured term loan from a related party			—						(45,220)
Proceeds from issuance of common stock options			4						13
Payments of employee taxes related to vested restricted stock units			(98)						(63)
Net cash (used in) provided by financing activities			(94)						54,614
Effect of exchange rate changes on cash			(13)						429
Net increase in cash, cash equivalents and restricted cash			5,615						11
Cash, cash equivalents and restricted cash, beginning of period			51,689						34,518
Cash, cash equivalents and restricted cash, end of period			$	57,304					$	34,529

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Cover Page	Aug. 12, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Aug. 12, 2024
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Amendment Flag	false
Entity Central Index Key	0001498233
Entity Ex Transition Period	false
Common stock, par value $0.00001 per share
Document Information [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
Document Information [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

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