Cepton, Inc.

Case Overview
Lead Plaintiff Deadline: | Lead Plaintiff Deadline: 12/08/2025 |
Status: | Status: Investigating |
Company Name: | Company Name: Cepton, Inc. |
Court: | Court: Northern District of California |
Case Number: | Case Number: 3:25cv08571 |
Class Period: | Class Period: 07/29/2024 - 01/06/2025 |
Ticker: | Ticker: CPTN |
Related Attorneys: | Lead Attorneys: Thomas W. Elrod |
Related Practices: | Related Practices: Securities |
The Complaint alleges that, throughout the Class Period, Defendants made materially false and misleading statements regarding the Company's business, operations, and compliance policies. Specifically, Defendants made false and/or misleading statements and/or failed to disclose that: (i) Cepton had received a credible third-party bid valuing Cepton at more than double the Koito Acquisition; (ii) Cepton's Board of Directors failed to meaningfully explore the foregoing offer and failed to disclose its terms when recommending that Cepton's shareholders approve the Koito Acquisition; (iii) consequently, Cepton's shareholders were deprived of the opportunity to meaningfully consider whether to accept or reject the Koito Acquisition; and (iv) as a result, Defendants' public statements were materially false and misleading at all relevant times. Investors began to learn the truth four months after the Merger closed when, in May 2025, former Cepton shareholders filed two verified class action complaints in the Court of Chancery for the State of Delaware against, among others, Cepton and certain of the Company's executive officers, in connection with the Koito Acquisition. In July 2025, the foregoing actions were consolidated and restyled as In re Cepton, Inc. Stockholder Litigation, Case No. 2025-0519-LWW (the "Delaware Action").Then, in September 2025, a redacted version of an amended consolidated class action complaint (the "Amended Complaint") filed in the Delaware Action became publicly available. The Amended Complaint followed a review of books and records produced by Cepton in response to plaintiffs' demands made under 8 Del. C. 220. The Amended Complaint alleges that Cepton's Board agreed to the Koito Acquisition "at a price that was so unreasonable as to shock the conscience, and then pitched the grossly unfair deal to stockholders with a Proxy that concealed critical facts." Moreover, the Amended Complaint alleges that "the Proxy failed to disclose Cepton's receipt of-and the Board's utter failure to explore-a credible third-party bid valuing Cepton at more than double" the Koito Acquisition. The Amended Complaint further alleges that Cepton's Chief Executive Officer Defendant Jun Pei was subject to conflicts in his negotiations with Koito and encouraged the Board to recommend accepting the Koito Acquisition so as to protect his own personal economic interests at the expense of Cepton's stockholders.