BOCA RATON, Fla., Dec. 03, 2025 (GLOBE NEWSWIRE) -- Saxena White P.A. has filed a securities class action lawsuit (the “Class Action”) in the United States District Court for the Northern District of California against Cepton, Inc. (“Cepton” or the “Company”) (NASDAQ: CPTN), certain Cepton executive officers and directors, and the financial advisor to the special committee of the board (collectively, “Defendants”). The Class Action asserts claims under: (i) Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), on behalf of public holders of Cepton common stock (the “Unaffiliated Stockholders”) as of November 15, 2024 (the “Record Date”) who were entitled to vote on the “take-private” acquisition (the “Merger”) of the Company by Koito Manufacturing Co., Ltd. (“Koito”); and (ii) Sections 10(b) and 20(a) of the Exchange Act, on behalf of all persons and entities (excluding Defendants) who sold Cepton common stock between July 29, 2024 and January 7, 2025, inclusive (the “Class Period”), including those who sold into the Merger and were damaged thereby (together with the Unaffiliated Stockholders, the “Class”). The Class Action filed by Saxena White is captioned Yueqiang Wang, et al. v. Cepton, Inc., et al., No. 25-cv-10386 (N.D. Cal.).
The Class Action complaint expands the class period and claims asserted in a related action against Cepton and certain of its executive officers captioned: Kabula v. Cepton, Inc., et al., No. 4:25-cv-8571 (N.D. Cal. filed Oct. 7, 2025) (the “Kabula Action”). Specifically, the Class Action expands the class period pled from July 29, 2024 through January 6, 2025 in the Kabula Action, to July 29, 2024 through January 7, 2025 in the Class Action on behalf of all persons and entities that sold Cepton common stock, including those who sold into the Merger. Additionally, the Class Action asserts previously unpled claims under Sections 14(a) and 20(a) on behalf of Cepton holders entitled to vote on the Merger.
Pursuant to the notice published on October 7, 2025 in connection with the filing of the Kabula Action, and as required by the Private Securities Litigation Reform Act of 1995 (PSLRA), investors wishing to serve as lead plaintiff are required to file a motion for appointment as lead plaintiff by no later than December 8, 2025. Saxena White’s filing of the Class Action does not alter the lead plaintiff deadline.
Based in San Jose, California, Cepton provides high-performance, mass-market lidar technologies to enhance safety and enable autonomy across the automotive and smart infrastructure markets. As of July 2023, Koito, a Japanese automotive-lighting company, had invested $200 million in Cepton. In return, it received common and preferred shares equal to 30.1% of Cepton’s voting power. Koito also held two of the seven seats on Cepton’s Board of Directors (the “Board”).
Before the Merger, from June 2023 through October 2023, Cepton received three inquiries from third-party companies regarding potential acquisition transactions. Notably, on October 3, 2023, a prospective acquirer—identified in the Proxy (defined herein) as “Party C”—submitted a credible proposal that the Board elected not to pursue. Yet, the Proxy provided only vague references to this credible third-party bid and failed to disclose that Party C’s proposal valued Cepton at more than twice the Merger price ultimately approved by the Unaffiliated Stockholders.
In July 2024—only days before the Merger’s approval by the special committee charged with evaluating the transaction (the “Special Committee”)—Cepton received a new production award that internal projections estimated would generate approximately $40 million in revenue over three years. However, Defendant Jun Pei—Cepton’s President, Chief Executive Officer, and Chairman of the Board from February 2022 through the closing of the Merger—failed to disclose this award to the Board. Consequently, the fairness opinion issued by Cepton’s financial advisor, Craig-Hallum Capital Group LLC (“Craig-Hallum”), did not incorporate the value of this award into its assessment of the Merger price.
On July 29, 2024, Cepton and Koito entered into an agreement and plan of merger. Pursuant to the Merger, Koito would acquire all of the outstanding Cepton common stock in an all-cash transaction at $3.17 per share, and, as a result, Cepton would be taken private and remain a subsidiary of Koito. Prior to the shareholder vote, Defendants issued a Preliminary Proxy Statement on September 25, 2024, an Amended Preliminary Proxy Statement on November 13, 2024, a Definitive Proxy Statement on November 21, 2024, additional definitive proxy soliciting materials (the “Definitive Proxy Statement Supplement”) on December 12, 2024 (together, the “Proxy”), and a Final Amended Definitive Proxy Statement on January 7, 2025.
The Class Action alleges that, during the Class Period, Defendants authorized the filing of materially false and misleading Proxy statements, in addition to other SEC filings, that failed to provide all material information related the Merger, in violation of the Exchange Act. Specifically, Defendants failed to disclose to investors that: (1) Cepton had received a credible third-party proposal valuing Cepton at more than double the Merger price; (2) the Board failed to explore the third-party proposal and concealed its terms when recommending that Unaffiliated Shareholders approve the Merger; (3) Defendant Pei had concealed the fact that Cepton received a new production award days before the Special Committee approved the Merger, resulting in the failure of Craig-Hallum’s fairness opinion to account for the award in its valuation of Cepton; (4) due to the foregoing, the offer of $3.17 per share as consideration for the Merger substantially shortchanged the true value of Cepton common stock; and (5) in turn, Unaffiliated Shareholders were deprived of crucial information when considering whether to vote in favor of the Merger, and Cepton shareholders sold their shares at a price materially below the true value of Cepton common stock.
The Merger was authorized and approved by a shareholder vote during the virtual special meeting held on December 20, 2024. Later, the Merger closed on January 7, 2025. The material misstatements and omissions of material facts in the Proxy prevented Plaintiffs and other Unaffiliated Stockholders from properly evaluating the Merger and caused them to accept Merger consideration that failed to adequately value Cepton common stock. Likewise, the material misstatements and omissions of material facts in the Proxy and related SEC filings caused Cepton shareholders to sell their stock at a price that failed to adequately reflect the true value of Cepton common stock.
If you: (1) held Cepton common stock as of the Record Date and were damaged thereby, or (2) sold Cepton common stock during the Class Period, including into the Merger, and were damaged thereby, you are a member of the “Class” and may be able to seek appointment as lead plaintiff. If you wish to apply to be lead plaintiff, a motion on your behalf must be filed with the U.S. District Court for the Northern District of California no later than December 8, 2025. The lead plaintiff is a court-appointed representative for absent members of the Class. You do not need to seek appointment as lead plaintiff to share in any Class recovery in the Class Action. If you are a Class member and there is a recovery for the Class, you can share in that recovery as an absent Class member.
You may contact Marco A. Dueñas (mduenas@saxenawhite.com), a Senior Attorney at Saxena White P.A., to discuss your rights regarding the appointment of lead plaintiff or your interest in the Class Action. You also may retain counsel of your choice to represent you in the Class Action. You may obtain a copy of the Complaint and inquire about actively joining the Class Action at www.saxenawhite.com.
Saxena White P.A., with offices in Florida, New York, California, and Delaware, is a leading national law firm focused on prosecuting securities class actions and other complex litigation on behalf of injured investors. Currently serving as lead counsel in numerous securities class actions nationwide, Saxena White has recovered billions of dollars on behalf of injured investors.
CONTACT INFORMATION
Marco A. Dueñas, Esq.
mduenas@saxenawhite.com
Saxena White P.A.
10 Bank Street, Suite 882
White Plains, New York 10606
Tel.: (914) 200-3263
www.saxenawhite.com
