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.