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What changed in Amprius Technologies, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Amprius Technologies, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+388 added−433 removedSource: 10-K (2026-03-06) vs 10-K (2025-03-20)

Top changes in Amprius Technologies, Inc.'s 2025 10-K

388 paragraphs added · 433 removed · 305 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

103 edited+22 added−47 removed41 unchanged
Biggest changeAs we expand our customer base, we are in the process of developing larger form factor batteries for broader aviation applications as well as LEV and EV customers. We utilize our research and development capabilities not only to improve existing products but also to build custom-designed batteries for our customers. We have generated revenue from these design services.
Biggest changeThe batteries we have developed and are developing for our customers are typically approximately up to 15Ah for small-sized aircraft. As we expand our customer base, we are in the process of developing larger form factor batteries, up to 70 Ah, for broader aviation applications as well as LEV and EV customers.
Army, among others, our battery technology is well positioned to address the rapidly growing markets within the aviation industry, specifically UAS and eVTOL, as well as LEVs. UAS and eVTOL applications have historically used conventional lithium-ion batteries as a means to promote product prototypes, but market participants are seeking advancements in battery technology.
Army, among others, our battery technology is well positioned to address the rapidly growing markets within the aviation industry, specifically UAS and eVTOL, and LEVs. UAS and eVTOL applications have historically used conventional lithium-ion batteries as a means to promote product prototypes, but market participants are seeking advancements in battery technology.
By replacing graphite with silicon in the anode, we have significantly enhanced performance in batteries across energy density, power, charging time, safety and ability to operate in extreme environments. Our Competitive Strengths SiCore and SiMaxx performance greatly exceeds conventional lithium-ion batteries commercially available today. We believe that our battery cells significantly outperform commercially available conventional graphite battery cells.
By replacing graphite with silicon in the anode, we have significantly enhanced performance in batteries across energy density, power, charging time and ability to operate in extreme environments. Our Competitive Strengths SiCore and SiMaxx performance greatly exceeds conventional lithium-ion batteries commercially available today. We believe that our battery cells significantly outperform commercially available conventional graphite battery cells.
We believe that our existing Exclusive Supply Agreement with Berzelius, which gives us exclusive rights to purchase Berzelius’ proprietary silicon anode materials in the United States, Canada and Mexico, and our existing manufacturing supply agreements with three global contract manufacturers will allow us to continue supporting the increasing demand for our SiCore batteries.
We believe that our existing Exclusive Supply Agreement with Berzelius, which gives us exclusive rights to purchase Berzelius’ proprietary silicon anode materials in the United States, Canada and Mexico, and our existing manufacturing supply agreements with global contract manufacturers will allow us to continue supporting the increasing demand for our SiCore batteries.
Currently, our batteries are primarily used for existing and emerging aviation applications, including unmanned aerial systems (“UAS”), such as drones and high-altitude pseudo satellites (“HAPS”). We believe our proprietary technology has the potential for broad application in electric transportation.
Currently, our batteries are primarily used for existing and emerging aviation applications, including unmanned aerial systems or “UAS”, such as drones and high-altitude pseudo satellites or “HAPS”. We believe our proprietary technology has the potential for broad application in electric transportation.
In addition, our business is subject to the Foreign Corrupt Practices Act and other anti-corruption, anti-bribery, and anti-money laundering laws and regulations in the jurisdictions in which we have offices or do business, both domestic and abroad.
Our business is subject to the Foreign Corrupt Practices Act and other anti-corruption, anti-bribery, and anti-money laundering laws and regulations in the jurisdictions in which we have offices or do business, both domestic and abroad.
As of December 31, 2024, we had a total of 86 patents, which consisted of : • 74 patents issued to us (35 patents issued in the United States and a total of 39 patents issued in the European Union, Korea, Japan, China, Taiwan and Israel) with expiration periods ranging between 2030 and 2039 ; • 10 patent applications that are pending (2 patent applications in the United States and a total of 8 patent applications in the European Union, Korea, Japan, China and Taiwan); and • 2 U.S. patents that we licensed from Stanford University.
As of December 31, 2025, we had a total of 86 patents, which consisted of : • 74 patents issued to us (35 patents issued in the United States and a total of 39 patents issued in the European Union, Korea, Japan, China, Taiwan and Israel) with expiration periods ranging between 2030 and 2039 ; • 10 patent applications that are pending (2 patent applications in the United States and a total of 8 patent applications in the European Union, Korea, Japan, China and Taiwan); and • 2 U.S. patents licensed from Stanford University.
The silicon anode cell chemistry in our SiCore batteries is designed to offer high energy density, up to 400 Wh/kg, and long cycle life, as long as 1,000 cycles. Our SiCore battery cell chemistry may be combined with other materials, such as binders and conductive agents, including graphite, to meet performance specifications.
The silicon anode cell chemistry in our SiCore batteries is designed to offer high energy density, up to 450 Wh/kg, and long cycle life, as long as 1,400 cycles. Our SiCore battery cell chemistry may be combined with other materials, such as binders and conductive agents, including graphite, to meet performance specifications.
Some of the challenges that we may encounter when we enter into a manufacturing supply arrangement include, among others, risk of losing control over the manufacturing process of our SiCore batteries, which could lead to quality control issues, delay in production, increase in production costs, and non-compliance with our established standards.
Some of the challenges that we may encounter when we enter into a manufacturing supply arrangement include, among others, supply chain risks, risk of losing control over the manufacturing process of our SiCore batteries, which could lead to quality control issues, delay in production, increase in production costs, and non-compliance with our established standards.
In January 2025, we announced the expansion of our SiCore product platform with a SiCore battery cell that provides energy density of 370 Wh/kg, extending runtimes while still exceeding 3,000 W/kg, with discharge rates of up to 10C without cooling and 15C with active cooling.
In January 2025, we announced the expansion of our SiCore product platform with a SiCore battery cell that provides energy density of 360 Wh/kg, extending runtimes while still exceeding 3,000 W/kg, with discharge rates of up to 10C without cooling and 15C with active cooling.
Due to their robust structure, our SiCore materials can be pressed into high density and thin electrodes, a precondition for high energy density and fast charge capability. SiMaxx Our proprietary SiMaxx silicon anode technologies solve for the inherent limitations of silicon anodes in lithium-ion cells.
Due to their robust structure, our SiCore materials can be pressed into high density and thin electrodes, a precondition for high energy density and fast charge capability. SiMaxx Generation 1 Cells Our proprietary SiMaxx silicon anode technologies solve for the inherent limitations of silicon anodes in lithium-ion cells.
In addition, we rely on non-disclosure agreements with employees, independent contractors, customers and other third parties to protect our intellectual property and proprietary rights. Circumstances outside our control could pose a threat to our intellectual property rights. For more information, see the section titled “Risk Factors” below.
We rely on non-disclosure agreements with employees, independent contractors, customers and other third parties to protect our intellectual property and proprietary rights. Circumstances outside our control could pose a threat to our intellectual property rights. For more information, see the section titled “Risk Factors” below.
Our SiMaxx high energy battery cells have also powered AALTO Airbus’ Zephyr S stratospheric vehicle to numerous records since 2018. The Zephyr S is designed to fly for months at a time, at an altitude of approximately 70,000 feet.
Our high energy battery cells have powered AALTO Airbus’ Zephyr S stratospheric vehicle to numerous records since 2018. The Zephyr S is designed to fly for months at a time, at an altitude of approximately 70,000 feet.
As of December 31, 2024, we also held a total of 10 registered trademarks that were issued to us, which consisted of 2 trademarks issued in the United States and a total of 8 trademarks issued in the European Union, Great Britain, Japan, Korea and China.
As of December 31, 2025, we also held a total of 10 registered trademarks that were issued to us, which consisted of 2 trademarks issued in the United States and a total of 8 trademarks issued in the European Union, Great Britain, Japan, Korea and China.
Our silicon anode technology has been refined and improved upon for over 15 years , and is protected by over 80 patents that were issued to us or are pending applications as of December 31, 2024 .
Our silicon anode technology has been refined and improved upon for over 15 years , and is protected by over 80 patents that were issued to us or are pending applications as of December 31, 2025 .
SiMaxx high energy battery cells are most frequently used by HAPS, which are designed to carry a payload at high altitudes for extended periods, typically for weeks or months at a time, as they rely on solar power for operations during the day and need to store sufficient energy in the battery to keep the aircraft aloft during the night.
Amprius high energy SiCore cells are most frequently used by HAPS, which are designed to carry a payload at high altitudes for extended periods, typically for weeks or months at a time, as they rely on solar power for operations during the day and need to store sufficient energy in the battery to keep the aircraft aloft during the night.
Our nanowire anodes start with a metal foil that is layered with a nanowire template and metallurgically attached to the metal foil substrate by a growth process. The nanowire template is coated with a low-density silicon and then encased by a thin layer of high-density silicon. Our SiMaxx silicon anode generally contains more than 1,000,000 nanowires per square centimeter.
Our nanowire anodes start with a metal foil that is layered with a nanowire template and metallurgically attached to the metal foil substrate by a growth process. The nanowire template is coated with a low-density silicon and then encased by a thin layer of high-density silicon. SiMaxx silicon anodes generally contain more than 1,000,000 nanowires per square centimeter.
We have developed advanced battery cell designs tailored to respond to our customers’ requirements for high performance, including extreme high power and fast charge performance, safety, wide operating temperature range, and calendar life. Our proprietary electrolyte formulations enhance operations at high voltage and high temperature.
We have developed advanced battery cell designs tailored to respond to our customers’ requirements for high performance, including extreme high power and fast charge performance, safety, wide operating temperature range, and calendar life. Our proprietary electrolyte formulations enhance operations at high voltage and high temperature. • Larger cell form factors .
We expect to extend our presence in the aviation market, while also serving other transportation-related markets that require improvements in their electrification solutions. From our inception through December 31, 2024, over 260 customers had tested and validated our batteries for their applications. Further improve performance characteristics of our anode and battery cells .
We expect to extend our presence in the aviation market, while also serving other transportation-related markets that require improvements in their electrification solutions. From our inception through December 31, 2025, over 500 customers had tested and validated our batteries for their applications. Further improve performance characteristics of our anode and battery cells .
From our inception through December 31, 2024, over 260 customers had tested and validated our SiCore and SiMaxx batteries for their applications, and we believe our market leadership in aviation will enable us to continue to grow our customer base. Proven performance in demanding and abuse-tested environments.
From our inception through December 31, 2025, over 500 customers had tested and validated our SiCore and SiMaxx batteries for their applications, and we believe our market leadership in aviation will enable us to continue to grow our customer base. Proven performance in demanding and abuse-tested environments.
As we increase our production capabilities and partnership with global contract manufacturers, we will be able to supply our batteries in larger volumes to fulfill our customers’ battery prototyping and procurement requirements. Our current customer base consists primarily of aviation and other air transportation companies.
As we increase our production capabilities and partnerships with global contract manufacturers, we will be able to supply our batteries in larger volumes to fulfill our customers’ battery prototyping and procurement requirements. Our current customer base consists primarily of aviation and other air transportation companies as well as LEV’s.
The battery system must fulfill several key requirements: • high energy density and specific energy in order to achieve long range endurance while enabling lighter weight; • high power density to provide sufficient power at a specific instance, such as during aircraft take-off or landing; • fast charging capabilities to enable high infrastructure throughput; • operational in wide temperature and pressure ranges; • safe to operate in a wide variety of conditions; 5 Table of Contents Index to Consolidated Financial Statements • a long calendar life and cycle life; and • acceptable cost, which varies by application.
The battery system must fulfill several key requirements: • high energy density and specific energy in order to achieve long range endurance while enabling lighter weight; • high power density to provide sufficient power at a specific instance, such as during aircraft take-off or landing; • fast charging capabilities to enable high infrastructure throughput; • operational in wide temperature and pressure ranges; • safe to operate in a wide variety of conditions; • a long calendar life and cycle life; and • acceptable cost, which varies by application.
Core aspects of our technologies and processes are also protected by know-how and trade secrets developed by our team for over 15 years . Our Products and Customers As evidenced by customer validation, design wins and recurring orders with AALTO Airbus, AeroVironment, BAE Systems, Kraus Hamdani Aerospace, Teledyne FLIR and the U.S.
Core aspects of our technologies and processes are also protected by know-how and trade secrets developed by our team for over 15 years . Our Products and Customers As evidenced by customer validation, design wins and recurring orders with AALTO Airbus, AeroVironment, BAE Systems, Kraus Hamdani Aerospace, Nokia Drone Networks, Nordic Wing, Teledyne FLIR and the U.S.
As shown in the table below, as of December 31, 2024 , our batteries, particularly our SiMaxx batteries, have approximately double the specific energy and energy density of graphite battery cells, and enable significantly faster charging time. We believe other next-generation battery technologies will require significant additional research, development and investment prior to being commercially viable.
As shown in the table below, as of December 31, 2025 , our batteries have approximately up to double the specific energy and energy density of graphite battery cells, and enable significantly faster charging time. We believe other next-generation battery technologies will require significant additional research, development and investment prior to being commercially viable.
This design of SiCore battery cell delivers a specific energy of up to 355 Wh/kg or 805 Wh/L at a maximum discharge rate of up to 3C, and a cycle life of up to 700 cycles at full depth of discharge or 1,000 cycles at approximately 90% depth of discharge.
This design of SiCore battery cell delivers a specific energy of up to 340 Wh/kg or 770 Wh/L at a maximum discharge rate of up to 3C, and a cycle life of up to 700 cycles at full depth of discharge or 1,000 cycles at approximately 90% depth of discharge.
We believe our next-generation cells, when commercially available, will have the potential to expand boundaries for our customers and provide a tailored solution for applications that require heightened discharge times without compromising key features, such as aircraft payload, and without having to increase vehicle weight.
We believe our next-generation cells, when commercially available, will have the potential to expand boundaries for our customers and provide a tailored solution for applications that require longer discharge times without compromising key features, such as payload and vehicle weight.
Our SiCore batteries have been validated across various applications in the electric mobility market, and since we began our limited shipment in 2023 and our commercial launch in January 2024, they have garnered positive feedback from customers with demanding performance requirements. Our SiCore battery chemistries are applied into a wide range of form factors, including both pouch and cylindrical cells.
Our SiCore batteries have been validated across various applications in the electric mobility market, and since our commercial launch in January 2024, they have garnered positive feedback from customers with demanding performance requirements. Our SiCore battery chemistries are applied into a wide range of form factors, including pouch, cylindrical and prismatic cells.
We offer our SiCore batteries with the following design and performance factors: Energy, Power and Balanced Energy/Power. Energy . This design of SiCore battery cell delivers a specific energy of up to 400 Wh/kg or 872 Wh/L at a maximum discharge rate of up to 1C and a cycle life of up to 300 cycles at full depth of discharge.
We offer our SiCore batteries with the following design and performance factors: Energy, Power and Balanced Energy/Power. Energy . This design of SiCore battery cell delivers a specific energy of up to 450 Wh/kg or 950 Wh/L at a maximum discharge rate of up to 1C and a cycle life of up to 150 cycles at full depth of discharge.
In addition, we may encounter a risk of losing control of some of our intellectual property. While we plan to set up business processes, including adding oversight and quality control procedures, in order to manage our contract manufacturing supply arrangements, there can be no assurance that such processes will be effective.
In addition, we may encounter a risk of losing control of some of 12 Table of Contents Index to Consolidated Financial Statements our intellectual property. While we plan to set up business processes, including adding oversight and quality control procedures, in order to manage our contract manufacturing supply arrangements, there can be no assurance that such processes will be effective.
We designed our SiMaxx balanced energy/power battery cells for applications that require a balance between power and energy. These battery cells offer energy density as high as 395 Wh/kg or 800 Wh/L at up to 4C discharge rate. This range of power capability is important to customers in the UAS sector.
We designed our balanced energy/power battery cells for applications that require a balance between power and energy. These battery cells offer energy density as high as 340 Wh/kg or 770 Wh/L at up to 3C discharge rate. This range of power capability is important to customers in the UAS sector.
We are committed to maintaining equitable compensation programs including equity participation. In order to attract or retain team members capable of making exceptional contributions to our success, we offer market-competitive salaries and strong equity compensation. Our compensation decisions are guided by the external market, role criticality and the contributions of each team member.
In order to attract or retain team members capable of making exceptional contributions to our success, we offer market-competitive salaries and strong equity compensation. Our compensation decisions are guided by the external market, role criticality and the contributions of each team member.
First mover advantage in emerging aviation markets. As a result of our success with AALTO Airbus and other tier-one customers, we have become an established market pioneer in providing high performance batteries to the aviation industry. Our reputation and commitment to delivering ultra-high performance batteries have enabled us to enter into several development and master supply arrangements with our customers.
As a result of our success with AALTO Airbus, Nokia Drone Networks, and other tier-one customers, we have become an established market pioneer in providing high performance batteries to the aviation industry. Our reputation and commitment to delivering ultra-high performance batteries have enabled us to enter into several development and master supply arrangements with our customers.
For applications that have a continuous discharge rate of less than 2C, these battery cells deliver a specific energy of up to 500 Wh/kg or 1,300 Wh/L at a discharge rate up to 1C.
For applications that have a continuous discharge rate of less than 2C, these battery cells deliver a specific energy of up to 450 Wh/kg or 950 Wh/L at a discharge rate up to 1C.
Any failure to adequately comply with any of these obligations, or future changes with respect to any of these legal regimes, could cause us to incur significant costs, including the potential for new overhead costs, fines, sanctions, and third-party claims.
Any failure to adequately comply with any of these obligations, or future changes with respect to any of these legal 15 Table of Contents Index to Consolidated Financial Statements regimes, could cause us to incur significant costs, including the potential for new overhead costs, fines, sanctions, and third-party claims.
The cylindrical cell form factors offer balanced energy and power capabilities providing an industry leading capacity of 4Ah in 18650 format and 6Ah in 21700 format, and a cycle life of up to 600 cycles.
The cylindrical cell form factors offer balanced energy and power capabilities providing an industry leading capacity of 4Ah in 18650 format and 6.5 Ah in 21700 format, and a cycle life of up to 500 cycles.
To date, we have not experienced any work stoppages and we consider our relationship with our employees to be good. None of our employees are either represented by a labor union or subject to a collective bargaining agreement.
To date, we have not experienced any work stoppages and we consider our relationship with our employees to be good. None of our employees are either represented by a labor union or subject to a collective bargaining agreement. 16 Table of Contents Index to Consolidated Financial Statements
While multiple battery chemistries exist today that meet current EV specifications, we believe there is room for significant improvement. Our batteries, which have been tested and validated by the U.S. Advanced Battery Consortium (“USABC”), as further described below, have the potential to help address both these concerns.
While multiple battery chemistries exist today that meet current EV specifications, we believe there is room for significant improvement. Our batteries have been tested and validated by the U.S. Advanced Battery Consortium (“USABC”), as further described below. They have the potential to help address both sustainability and preference concerns. We are not focused on the EV market today.
In addition, from our inception through December 31, 2024, we have shipped over 800,000 units of batteries, which have enabled mission critical applications. Our proprietary silicon anode structures, battery cell designs and manufacturing processes are protected by our portfolio of patents, trade secrets and know-how developed over 15 years of research and development.
In addition, from our inception through December 31, 2025, we have shipped over 4.2 million battery cells, which have enabled mission critical applications. Our proprietary silicon anode structures, battery cell designs and manufacturing processes are protected by our portfolio of patents, trade secrets and know-how developed over 15 years of research and development.
Examples of UAS include drones and HAPS. UAS are the next generation aerial transportation technology utilized for surveillance, assessment, logistics, delivery, communications, and imaging, among other uses. Emerging technologies, such as Amprius’ silicon anode battery, offer lighter weight and/or more energy dense batteries, potentially overcoming current battery technology barriers and enabling faster adoption of UAS.
UAS are the next generation aerial transportation technology utilized for surveillance, assessment, logistics, delivery, communications, and imaging, among other uses. Leading batteries, such as Amprius’ silicon anode battery, offer lighter weight and/or more energy, potentially overcoming current battery technology barriers, enabling longer flight times and faster adoption of UAS.
Graphite anode battery companies include tier-one manufacturers such as Amperex Technology Limited (ATL), Contemporary Amperex Technology Co., Limited (CATL), LG Chem Ltd., Murata Manufacturing Co., Ltd., Panasonic Industry Co., Ltd., and Samsung SDI Co., Ltd., which provide higher quality and higher performance solutions, and tier-two manufacturers which provide lower cost solutions.
Graphite anode battery companies include tier-one manufacturers such as Amperex Technology Limited (ATL), Contemporary Amperex Technology Co., Limited (CATL), E-One Moli Energy Corp., LG Energy Solution, Murata Manufacturing Co., Ltd., Panasonic Industry Co., Ltd., and Samsung SDI Co., Ltd., which provide high quality and high performance solutions, and tier-two manufacturers which tend to provide lower cost solutions.
Our SiMaxx anode structure also enables ions and electrons to travel in a straight path between and through the nanowires. In contrast, a particle structure results in ions and electrons traveling in a nonlinear, tortuous path. The straight path of our anode facilitates high electric and ionic conductivity, enabling high power and fast charging.
In contrast, a particle structure results in ions and electrons traveling in a nonlinear, tortuous path. The straight path of our anode facilitates high electric and ionic conductivity, enabling high power and fast charging.
When conducting the test, a 0.113-inch diameter stainless steel nail is driven through a fully charged cell at a prescribed speed. The cell is deemed to have passed if there is no smoke or flame following the nail penetration. Robust IP portfolio and know-how related to our silicon nanowire ecosystem.
When conducting the test, a 0.113-inch diameter stainless steel nail is driven through a fully charged cell at a prescribed speed. The cell is deemed to have passed if there is no smoke or flame following the nail penetration.
Our batteries and their performance specifications have been tested and validated for application by various customers, including our longtime partners such as AALTO Airbus, AeroVironment, BAE Systems, Kraus Hamdani Aerospace, Teledyne FLIR and the U.S. Army. Our total customer engagements since inception grew to over 260 with shipments to 235 customers during the year ended December 31, 2024.
Our batteries and their performance specifications have been tested and validated for application by various customers, including AALTO Airbus, AeroVironment, BAE Systems, Kraus Hamdani Aerospace, Nokia Drone Networks, Nordic Wing, Teledyne FLIR and the U.S. Army. Our total customer engagements since inception grew to over 500 customers with shipments to hundreds of customers during the year ended December 31, 2025.
SiMaxx Product Platform We offer our SiMaxx batteries with the following design and performance factors: High Energy, High Power and Balanced Energy/Power. High Energy . Our SiMaxx high energy battery cells are designed to maximize specific energy for applications with low power requirements.
Product Portfolio Amprius offers commercially available batteries with the following design and performance factors: High Energy, High Power, and Balanced Energy/Power. High Energy . Our high energy battery cells are designed to maximize specific energy for applications with low power requirements.
We will continue to develop next-generation battery cells, and we believe that when they become commercially available, those battery cells will have the potential to expand boundaries for our customers and provide a tailored solution for applications that require heightened discharge times without compromising key features, such as aircraft payload, and without having to increase vehicle weight.
We will continue to develop next-generation battery cells, and we believe that when they become commercially available, those battery cells will have the potential to expand boundaries for our customers and provide a tailored solution for applications that require extended range and heightened discharge times without compromising key features, such as aircraft payload, and without having to increase vehicle weight. 9 Table of Contents Index to Consolidated Financial Statements First mover advantage in emerging aviation markets.
Power . This design of SiCore battery cell delivers a specific energy of up to 360 Wh/kg or 800 Wh/L at a maximum discharge rate of up to 5C and a cycle life of up to 300 cycles at full depth of discharge. Balanced Energy/Power .
Power . This design of SiCore battery cell delivers a specific energy of up to 360 Wh/kg or 800 Wh/L at a maximum discharge rate of up to 10C and a cycle life of up to 200 cycles at full depth of discharge. 10 Table of Contents Index to Consolidated Financial Statements Balanced Energy/Power .
Future entrants may include companies developing different technologies, such as lithium metal anodes, which are not yet in commercial production. In order to effectively compete, we will need to further improve our batteries’ life cycles, increase their form factors, increase their production quantity and reduce their production costs.
Future entrants may include companies developing different and less mature technologies, including lithium metal anodes and solid state batteries. In order to effectively compete, we will need to further improve our batteries’ life cycles, increase their form factors, increase their production quantity, and reduce production costs.
In addition, we are also currently developing EV-capable products. 7 Table of Contents Index to Consolidated Financial Statements SiCore Product Platform Our SiCore batteries, which were developed in collaboration with Berzelius and launched commercially in January 2024, are based on an innovative, proprietary silicon anode material system delivering high-energy-density silicon anode batteries that surpass current state-of-the-art graphite cell performance.
SiCore Product Platform Our SiCore batteries, which were developed in collaboration with Berzelius and launched commercially in January 2024, are based on an innovative, proprietary silicon anode material system delivering high-energy-density silicon anode batteries that surpass current state-of-the-art graphite cell performance.
For example, silicon particles may expand up to 300% during charging. After multiple charge and discharge cycles, silicon particles will crack, causing anode degradation and device breakdown. 9 Table of Contents Index to Consolidated Financial Statements Our proprietary SiMaxx silicon anode technology solves for the material expansion inherent in silicon.
For example, silicon particles may expand up to 300% during charging. After multiple charge and discharge cycles, silicon particles may crack, causing anode degradation and device breakdown. Our proprietary SiMaxx silicon anode technology is designed to accommodate for the material expansion inherent in silicon.
Any such damages, penalties, disruption, or limitation in our ability to do business with a government could have a material adverse effect on our business, results of operations, financial condition, public perception and growth prospects. Human Capital We believe that our success is driven by our team of technology innovators and experienced business leaders.
Any such damages, penalties, disruption, or limitation in our ability to do business with a government could have a material adverse effect on our business, results of operations, financial condition, public perception and growth prospects.
These characteristics of industry-leading specific energy and energy density, high power density, low operating temperature and fast charge capability, in addition to commercial validation, significantly differentiates us from graphite anode and silicon composite anode alternatives.
These characteristics of industry-leading specific energy and energy density, high power density, low operating temperature and fast charge capability, in addition to commercial validation, significantly differentiates us from graphite anode and silicon composite anode alternatives. However, we expect additional competitors to enter the market as their battery technologies continue to improve.
We are working with chemical compounds as potential additives to the silane gas we use to produce our silicon anodes which have demonstrated the potential to improve cycle life without negatively impacting other performance characteristics such as energy density. • Further improvements to energy density .
We are working with chemical compounds as potential additives to improve cycle life without negatively impacting other performance characteristics such as energy density. • Further improvements to energy density .
We believe the batteries we have developed for the aviation industries can be adapted for larger form factors to meet the energy density and fast-charge requirements of the EV market once we are able to improve the cycle life, increase form factors, reduce cost and improve production quantity for our EV capable battery cells.
We believe the batteries we have developed for the aviation industries can be adapted for larger form factors to meet the energy density and fast-charge requirements of the EV market once we are able to improve the cycle life, increase form factors, reduce cost and improve production quantity for our EV capable battery cells. 13 Table of Contents Index to Consolidated Financial Statements Research and Development Our original silicon anode technology was developed at Stanford University in 2008.
As of December 31, 2024, we had access, through our manufacturing supply agreements with our global contract manufacturers, to annual production of up to 800 MWh of SiCore batteries in pouch form and up to 1 GWh of SiCore batteries in cylindrical form. For more information, see the section titled "Risk Factors" below.
As of December 31, 2025, we had access, through our manufacturing supply agreements with our global contract manufacturers, including the Amprius Korea Battery Alliance, to annual production exceeding 2.0 GWh of SiCore batteries in pouch, cylindrical and prismatic formats. For more information, see the section titled "Risk Factors" below.
Although we had access to annual production of up to 800 MWh of SiCore batteries in pouch form and up to 1 GWh of SiCore batteries in cylindrical form through our existing manufacturing supply agreements with our global contract manufacturers as of December 31, 2024, we believe that expanding our existing manufacturing facility would help us meet the growing demand of our customers and optimize costs in the long-term.
Although we had access to annual production exceeding 2.0 GWh of SiCore batteries in pouch, cylindrical and prismatic formats through our existing manufacturing supply agreements with our global contract manufacturers as of December 31, 2025, we believe that expanding our existing manufacturing facility would help us grow our customer base and optimize costs in the long-term.
Research and Development Our original silicon anode technology was developed at Stanford University in 2008, and for over 15 years , we have refined and improved upon the technology for use in commercial applications. We have conducted research and development initiatives focused on improving certain performance characteristics and expanding the applications of our silicon anode battery technology.
For over 15 years , we have refined and improved upon the technology for use in commercial applications. We have conducted research and development initiatives focused on improving performance characteristics and expanding the applications of our silicon anode battery technology. We expect to continue our research and development efforts in the following areas: • Improving battery life.
This silicon anode technology may also be combined with other active materials, such as binders and conductive agents, including graphite. The particle type of our SiCore anode materials can be processed in the same equipment and environment as graphite anode materials, offering a drop-in replacement of graphite materials and fast transfer to manufacturing of our SiCore cell designs.
The particle type of our SiCore anode materials can be processed in the same equipment and environment as graphite anode materials, offering a drop-in replacement of graphite materials and fast transfer to manufacturing of our SiCore cell designs.
As a result of these efforts, our goal is to fully realize the benefits of our silicon anode technology and develop the highest performing products in the market. Expand our end markets and applications .
As a result of these efforts, our goal is to fully realize the benefits of our silicon anode technology and remain a developer of industry-leading batteries. Expand our end markets and applications .
Our Solution Today’s batteries typically utilize graphite as the anode material. Based on management’s estimates, we believe that graphite anodes have reached their theoretical limits for energy storage. We estimate that graphite anodes can only provide up to 355 mAh/g capacity for lithium storage, which can further degrade in extreme environments.
Our Solution Today’s batteries typically utilize graphite as the anode material. Based on management’s estimates, we believe that graphite anodes have reached their theoretical limits for energy storage. We estimate that lithium-ion batteries with graphite anodes have an upper limit capacity of 355 mAh/g.
Historically, the electrification of passenger and cargo aircraft has lagged the adoption of electric automobiles in part because of the greater technical challenges. However, over the last few years there have been significant advancements in the key enabling technologies for eVTOL aircraft, including the high energy density and robust performance batteries offered by Amprius.
However, over the last few years there have been significant advancements in key enabling technologies for eVTOL aircraft, including high energy density and robust performance batteries offered by Amprius.
As of December 31, 2024, we had access, through our manufacturing supply agreements with our global contract manufacturers, to annual production of up to 800 MWh of SiCore batteries in pouch form and up to 1 GWh of SiCore batteries in cylindrical form. Expanding existing manufacturing facility to meet increase in demand and optimize costs.
As of December 31, 2025, we had access, through our manufacturing supply agreements with our global contract manufacturers, including the Amprius Korea Battery Alliance, to annual production exceeding 2.0 GWh of SiCore batteries in pouch, cylindrical and prismatic formats. Expanding existing manufacturing facility to meet increase in demand and optimize costs.
Critical and breakthrough battery technologies can facilitate and, in certain cases, enable the mass adoption of these electric transportation mediums by improving energy density, accelerating fast charging capabilities, extending battery life, and improving safety. Aviation Industry Unmanned Aerial Systems: UAS are aircraft that operate with no crew or passengers onboard and are guided by remote control or autonomously.
Critical and breakthrough battery technologies are central to this shift, enabling mass adoption by improving energy density, accelerating fast charging capabilities, extending battery life, and enhancing safety. Aviation Industry Unmanned Aerial Systems: UAS are aircraft that operate with no crew or passengers onboard and are guided by remote control or autonomously. Examples of UAS include drones and HAPS.
The nano-porosity of the low-density layer of silicon on each nanowire and the micro-porosity between the wires in our technology allows the silicon to expand at nano- and micro- meter levels when the anode is charged, with little to no damage to the anode.
The nano-porosity of the low-density layer of silicon on each nanowire and the micro-porosity between the wires in our technology allows the silicon to expand at nano- and micro- meter levels when the anode is charged, with little to no damage to the anode. 11 Table of Contents Index to Consolidated Financial Statements Our SiMaxx anode structure enables ions and electrons to travel in a straight path between and through the nanowires.
In addition, if we partner with other contract manufacturers in the future, we plan to select large, experienced and reputable contract manufacturing companies. Our Growth Strategy Our goal is to become the market leader in high performance lithium-ion batteries for the transportation industry.
We plan to partner with other contract manufacturers in the future, and we plan to select large, experienced and reputable contract manufacturing companies. In January 2026, we announced our first partnership with a United States contract manufacturer, Nanotech Energy, located in California. Our Growth Strategy Our goal is to become the market leader in high performance lithium-ion batteries.
Competition We compete directly and indirectly with current battery manufacturers and with an increasing number of companies that are developing new battery technologies and chemistries to address the growing market for electrified mobility solutions. Specifically, within the aviation markets, we primarily compete with conventional graphite anode batteries and silicon composite anode batteries.
Competition We compete directly and indirectly with current battery manufacturers and with an increasing number of companies that are developing new battery technologies and chemistries to address the growing market for electrified mobility 14 Table of Contents Index to Consolidated Financial Statements solutions.
Item 1. Business Overview We develop, manufacture and market lithium-ion batteries for mobility applications, including the aviation, electric vehicle (“EV”) and light electric vehicle (“LEV”) industries. Our disruptive silicon anode technology is intended to enable batteries with higher energy density, higher power density and fast charging capabilities over a wide range of operating temperatures.
Item 1. Business Overview Amprius Technologies, Inc. develops, manufactures and markets lithium-ion batteries for mobility applications, including aviation, ground and marine vehicles. Our disruptive silicon anode technology is intended to enable batteries with high energy density, high power density and fast charging capabilities over a wide range of operating temperatures.
After integrating our battery cells into the Zephyr S, AALTO Airbus set endurance and altitude records by flying continuously for over 25 days in 2018 and 64 days in 2022. We continue to support the Zephyr S program and were presented the 2021 Innovative Supplier of the Year Award by Airbus. High Power .
After integrating our battery cells into the Zephyr S, AALTO Airbus set endurance and altitude records by flying continuously for over 25 days in 2018 and 67 days in 2025. Airbus presented us with the 2021 Innovative Supplier of the Year Award. High Power . Our high power SiCore cells are designed for applications that place a premium on power.
Continued improvements in battery energy density could allow eVTOL aircraft to increase their range, speed and payload, dramatically expanding the range of trips and further accelerating the adoption of electric air mobility.
Continued improvements in battery energy density could allow eVTOL aircraft to increase their range, speed and payload, dramatically expanding the range of trips and further accelerating the adoption of electric air mobility. Light Electric Vehicle Industry The LEV market is expected to grow rapidly primarily due to the rising demand for electric two and three wheel vehicles.
History, Corporate Information and Website We have been commercially producing batteries since 2018. 3 Table of Contents Index to Consolidated Financial Statements On September 14, 2022, we completed a business combination pursuant to a Business Combination Agreement, dated May 11, 2022, by and among Amprius Technologies Operating, Inc.
History, Corporate Information and Website We have been commercially producing batteries since 2018. On September 14, 2022, we completed a business combination pursuant to a Business Combination Agreement, dated May 11, 2022, by and among Amprius Technologies Operating, Inc. (formerly known as Amprius Technologies, Inc. or “Legacy Amprius”), Kensington Capital Acquisition Corp. IV (“Kensington”), and Kensington Capital Merger Sub Corp.
At approximately half the weight and volume compared to other existing state-of-the-art, commercially available lithium-ion cells, we believe that this type of battery will deliver a potential industry-disrupting performance. As of December 31, 2024, this battery cell, which will be part of our SiMaxx product platform, was in the development stage.
The performance of this battery cell was verified by a leading testing house offering comprehensive battery regulatory compliance, safety and performance testing. At approximately half the weight and volume compared to other existing state-of-the-art, commercially available lithium-ion cells, we believe that this type of battery will deliver a potential industry-disrupting performance.
Silicon composite anodes may offer higher energy density and other improvements over conventional graphite anodes, and may be less expensive to manufacture than our silicon anodes. For aviation applications, we believe that the defining characteristics of our battery cells make our silicon anode technologies the only battery solutions currently available and suitable for broad aviation adoption.
For aviation applications, we believe that the defining characteristics of our battery cells make our silicon anode technologies the only battery solutions currently available and suitable for broad aviation adoption.
Our SiMaxx balanced energy/power battery cells typically meet the requirements of UAS devices’ needs for high initial power, as well as higher energy requirements for longer sustained cruising. Since 2021, our SiMaxx balanced energy/power battery cells have been designed into UAS programs at AeroVironment and Teledyne FLIR, with commercial shipments since 2022.
Our balanced energy/power battery cells typically meet the requirements of UAS devices’ needs for high initial power, as well as higher energy requirements for longer sustained cruising.
We currently offer high performance silicon anode batteries under the following product platforms: (i) SiCore and (ii) SiMaxx. Our SiCore batteries were developed in collaboration with Berzelius (Nanjing) Co., Ltd. (“Berzelius”), a former subsidiary of Amprius, Inc. (“Amprius Holdings”), our former parent company. We began limited shipment of SiCore batteries in 2023, which generated a strong demand from our customers.
Our SiCore batteries were developed in collaboration with Berzelius (Nanjing) Co., Ltd. (“Berzelius”), a former affiliated company. We began limited shipment of SiCore batteries in 2023, which generated a strong demand from our customers.
Our SiCore and SiMaxx batteries have replaced the graphite anode with a highly engineered silicon material that has a lithium storage capacity of approximately up to 3,400 mAh/g, which is nearly 10 times the highest capacity of known graphite anodes.
Among such active materials, silicon is known to have the highest lithium storage capacity per unit mass or volume over any other element besides lithium itself. 8 Table of Contents Index to Consolidated Financial Statements Our batteries have replaced the graphite anode with a highly engineered silicon material that has a lithium storage capacity of approximately up to 3,400 mAh/g, nearly 10 times the highest capacity of known graphite anodes.
(formerly known as Amprius Technologies, Inc. or “Legacy Amprius”), Kensington Capital Acquisition Corp. IV (“Kensington”), and Kensington Capital Merger Sub Corp. (a wholly owned subsidiary of Kensington or “Merger Sub”). The business combination was effected through the merger of Merger Sub with and into Legacy Amprius, with Legacy Amprius surviving as a wholly owned subsidiary of Kensington.
(a wholly owned subsidiary of Kensington or “Merger Sub”). The business combination was effected through the 6 Table of Contents Index to Consolidated Financial Statements merger of Merger Sub with and into Legacy Amprius, with Legacy Amprius surviving as a wholly owned subsidiary of Kensington.
Industry Background Traditional transportation has been powered by fossil fuel-based engines which have led to significant greenhouse gas emissions. A rising focus on sustainable energy use in transportation is leading to increased investments in technology, government incentives and consumer demand for the electrification of passenger and payload mobility.
Industry Background Traditional transportation has historically relied on fossil fuel-based internal combustion engines for propulsion which are considered to be significant contributors to greenhouse gas emissions. The growing emphasis on sustainable and resilient energy use in transportation is leading to increased capital investment, government incentives and commercial demand for the electrification of both passenger and payload mobility.
As of December 31, 2024 , we had access, through our manufacturing supply agreements with our global contract manufacturers, to annual production of up to 800 MWh of SiCore batteries in pouch form and up to 1 GWh of SiCore batteries in cylindrical form .
As of December 31, 2025, we had access, through our manufacturing supply agreements with our global contract manufacturers, to annual production exceeding 2.0 GWh of SiCore batteries in pouch, cylindrical and prismatic formats. EV capable Products We are also currently developing an EV capable cell.
This level of power capability, energy density, and fast charge capability is optimal for urban air mobility and other air transportation industry applications. Once the vehicle has landed, the turnaround time to get the vehicle back into the air becomes critical, which is why we have designed our SiMaxx high power batteries with fast charge capabilities.
Once the vehicle has landed, the turnaround time to get the vehicle back into the air becomes critical, which is why we believe customers value our high power batteries with fast charge capabilities.
As of December 31, 2024, this battery cell, which will be part of our SiMaxx product platform, was in the development stage.
As of December 31, 2025, this SiMaxx battery was in the development stage.
This performance is well suited for the air transportation industry, which requires high power capabilities to lift the aircraft from the ground into the air. In addition, our SiMaxx high power battery cells are capable of fast charging, from 0% to 80% in less than 6 minutes.
In addition, our high power battery cells are capable of fast charging, from 0% to 80% in less than 6 minutes. This level of power capability, energy density, and fast charge capability is optimal for urban air mobility and other air transportation industry applications.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeSummary of Risk Factors Certain of the material risks that we face include: • If our batteries fail to perform as expected, our ability to develop, market and sell our batteries would be adversely affected. • Our reliance on third parties to manufacture certain of our batteries or battery materials subjects us to certain risks. • We may not succeed in developing new high-volume manufacturing lines that meet our requirements for cell quality, yield, throughput and other performance metrics. • We may not meet our manufacturing cost targets, which would limit the size of our market opportunities. • We rely on, and will continue to rely on, complex equipment for our operations, and production involves a significant degree of risk and uncertainty in terms of operational performance and costs. • Our establishment of a volume manufacturing facility is subject to many risks, including, among others, risks relating to construction, permitting, delays, cost overruns, supply chain constraints, and operating in a new geographic area away from our headquarters. • We may not succeed in retaining and attracting key employees, particularly technical talent, needed to operate and build our business successfully. • We have pursued new product platforms and expanded our product portfolio.
Biggest changeAdditionally, our reliance on third-party partners and requirements to source National Defense Authorization Act (NDAA)-compliant components at acceptable cost targets may result in significant delays, increased capital expenditures, or operational inefficiencies. • We may not meet our manufacturing cost targets, which would limit the size of our market opportunities. • We rely on, and will continue to rely on, complex equipment for our operations, and production involves a significant degree of risk and uncertainty in terms of operational performance and costs. • We may not succeed in retaining and attracting key employees, particularly technical talent, needed to operate and build our business successfully. • We have pursued new product platforms and expanded our product portfolio.
There is additional risk associated with new enterprises like Amprius, that are encountering new challenges and issues for the first time, many of which are beyond our control, including substantial risks and expenses in the course of establishing or entering new markets, implementing novel manufacturing processes, organizing operations and undertaking marketing activities.
There is additional risk associated with enterprises like Amprius, that are encountering new challenges and issues for the first time, many of which are beyond our control, including substantial risks and expenses in the course of establishing or entering new markets, implementing novel manufacturing processes, organizing operations and undertaking marketing activities.
Operational performance and costs can be difficult to predict and are often influenced by factors outside of our control, such as, but not limited to, failures by suppliers to deliver necessary components of our batteries in a timely manner and at prices and volumes acceptable to us, environmental hazards and remediation costs, costs associated with commissioning of machines, difficulty or delays in obtaining governmental permits, damages or defects in electronic systems, industrial accidents, fires, seismic activity and natural disasters, and problems with equipment vendors.
In addition, operational performance and costs can be difficult to predict and are often influenced by factors outside of our control, such as, but not limited to, failures by suppliers to deliver necessary components of our batteries in a timely manner and at prices and volumes acceptable to us, environmental hazards and remediation costs, costs associated with commissioning of machines, difficulty or delays in obtaining governmental permits, damages or defects in electronic systems, industrial accidents, fires, seismic activity and natural disasters, and problems with equipment vendors.
However, to facilitate this product expansion, we entered into the Exclusive Supply Agreement with Berzelius, pursuant to which Berzelius agreed, among other things, (i) to manufacture for, and sell exclusively to, Amprius its proprietary silicon anode materials in the United States, Canada and Mexico and (ii) to use best efforts to prioritize fulfillment of Amprius’ forecasted orders, if any.
However, to facilitate product expansion, we entered into the Exclusive Supply Agreement with Berzelius, pursuant to which Berzelius agreed, among other things, (i) to manufacture for, and sell exclusively to, Amprius its proprietary silicon anode materials in the United States, Canada and Mexico and (ii) to use best efforts to prioritize fulfillment of Amprius’ forecasted orders, if any.
If China were to restrict or stop exporting key materials and/or finished batteries, including our SiCore batteries, we may not be able to fulfill customers’ orders or we may incur losses when trying to meet our obligations, which may result in our customers seeking alternative batteries, and in turn, we could lose customers and face reputational harm or penalties.
If China were to further restrict or stop exporting key materials and/or finished batteries, including our SiCore batteries, we may not be able to fulfill customers’ orders or we may incur losses when trying to meet our obligations, which may result in our customers seeking alternative batteries, and in turn, we could lose customers and face reputational harm or penalties.
In addition, actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity challenges.
In addition, actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, the financial services industry or the financial markets generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity challenges.
We may continue incurring net losses in the future as we, among other things, endeavor to hire the experienced scientific, quality-control, and manufacturing personnel needed to operate our scaled manufacturing processes; increase our sales and marketing activities; expand our distribution infrastructure; and increase our general and administrative functions to support our growing operations.
We may continue incurring net losses in the future as we, among other things, endeavor to hire the experienced scientific, quality-control, and manufacturing personnel needed to operate our manufacturing processes; increase our sales and marketing activities; expand our distribution infrastructure; and increase our general and administrative functions to support our growing operations.
Changes in our battery products or changes in export and import regulations in such countries may create delays in the introduction of our products into international markets, prevent our end-customers with international operations from deploying our battery products globally or, in some cases, prevent or delay the export or import of our battery products to certain countries, governments or persons altogether.
Changes in our battery products or additional changes in export and import regulations in such countries may create delays in the introduction of our products into international markets, prevent our end-customers with international operations from deploying our battery products globally or, in some cases, prevent or delay the export or import of our battery products to certain countries, governments or persons altogether.
We anticipate being required to provide forecasts of our demand to our current and future suppliers prior to the scheduled delivery of products to potential customers. Currently, there is limited historical basis for making judgments on the demand for our batteries and our ability to develop, manufacture, and deliver our battery products.
We anticipate being required to provide forecasts of our demand to our current and future suppliers prior to the scheduled delivery of products to customers. Currently, there is limited historical basis for making judgments on the demand for our batteries and our ability to develop, manufacture, and deliver our battery products.
As such, we are eligible for and intend to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including (i) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (iii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.
As such, we are eligible for and currently take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including (i) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (iii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.
Any failure or alleged or perceived failure to comply with any applicable laws, regulations, or other obligations relating to privacy, data protection, or data security could also result in regulatory investigations and proceedings, and misuse of or failure to secure data relating to individuals could also result in claims and proceedings against us by governmental entities or others, penalties and other liability, and damage to our reputation and credibility, and could have a negative impact on our business, financial condition, results of operations and prospects. 32 Table of Contents Index to Consolidated Financial Statements Risks Related to Intellectual Property We rely heavily on our intellectual property portfolio.
Any failure or alleged or perceived failure to comply with any applicable laws, regulations, or other obligations relating to privacy, data protection, or data security could also result in regulatory investigations and proceedings, and misuse of or failure to secure data relating to individuals could also result in claims and proceedings against us by governmental entities or others, penalties and other liability, and damage to our reputation and credibility, and could have a negative impact on our business, financial condition, results of operations and prospects. 33 Table of Contents Index to Consolidated Financial Statements Risks Related to Intellectual Property We rely heavily on our intellectual property portfolio.
Accordingly, our business, financial condition, results of operations and prospects may be adversely affected by certain events or activities, including, but not limited to: • changes in fiscal or contracting policies or decreases in available government funding; • changes in government programs or applicable requirements; • changes in the political environment, including before or after a change to the leadership within the government administration, and any resulting uncertainty or changes in policy or priorities and resultant funding; • appeals, disputes, or litigation relating to government procurement, including but not limited to bid protests by unsuccessful bidders on potential or actual awards of contracts to us or our partners by the government; • the adoption of new laws or regulations or changes to existing laws or regulations; • influence by, or competition from, third parties with respect to pending, new, or existing contracts with government customers; and • increased or unexpected costs or unanticipated delays caused by other factors outside of our control, such as performance failures of our prime contractors or subcontractors.
Accordingly, our business, financial condition, results of operations and prospects may be adversely affected by certain events or activities, including, but not limited to: • changes in fiscal or contracting policies or decreases in spending, including defense spending, by government agencies and contractors or available government funding; • changes in government programs or applicable requirements; • changes in the political environment, including before or after a change to the leadership within the government administration, and any resulting uncertainty or changes in policy or priorities and resultant funding; • appeals, disputes, or litigation relating to government procurement, including but not limited to bid protests by unsuccessful bidders on potential or actual awards of contracts to us or our partners by the government; • the adoption of new laws or regulations or changes to existing laws or regulations; • influence by, or competition from, third parties with respect to pending, new, or existing contracts with government customers; and • increased or unexpected costs or unanticipated delays caused by other factors outside of our control, such as performance failures of our prime contractors or subcontractors.
If we fail to order sufficient quantities of battery components in a timely manner, the delivery of our batteries to our potential customers could be delayed, which would harm our business, financial condition and results of operations.
If we fail to order sufficient quantities of battery components in a timely manner, the delivery of our batteries to our customers could be delayed, which would harm our business, financial condition and results of operations.
For our SiMaxx batteries, we rely heavily on, and will continue to rely heavily on, complex equipment for our operations and the production of our batteries, which involves a significant degree of uncertainty and risk in terms of operational performance and costs.
We rely heavily on, and will continue to rely heavily on, complex equipment for our operations and the production of our batteries, which involves a significant degree of uncertainty and risk in terms of operational performance and costs.
The United States government has and continues to make significant changes in United States trade policy and has taken certain actions that could negatively impact trade, including imposing tariffs on certain goods imported into the United States.
The United States government has and continues to make significant changes in United States trade policy and has taken certain actions that has and could continue to negatively impact trade, including imposing tariffs on certain goods imported into the United States.
While we have certain policies and procedures to address compliance with such laws, 36 Table of Contents Index to Consolidated Financial Statements we cannot assure you that none of our officers, directors, employees, business partners, agents, representatives and third party intermediaries will take actions in violation of our policies and applicable law, for which we may be ultimately held responsible.
While we have certain policies and procedures to address compliance with such laws, 37 Table of Contents Index to Consolidated Financial Statements we cannot assure you that none of our officers, directors, employees, business partners, agents, representatives and third party intermediaries will take actions in violation of our policies and applicable law, for which we may be ultimately held responsible.
These risks include, among other things, possible liability relating to product liability matters, personal injuries, intellectual property rights, contract-related claims, health and safety liabilities, 34 Table of Contents Index to Consolidated Financial Statements employment-related liabilities, environmental matters, investment screening and national security laws, and compliance with U.S. and foreign laws, competition laws and laws governing improper business practices.
These risks include, among other things, possible liability relating to product liability matters, personal injuries, intellectual property rights, contract-related claims, health and safety liabilities, 35 Table of Contents Index to Consolidated Financial Statements employment-related liabilities, environmental matters, investment screening and national security laws, and compliance with U.S. and foreign laws, competition laws and laws governing improper business practices.
As a result of these laws 35 Table of Contents Index to Consolidated Financial Statements and regulations, investments by particular investors may need to be filed with local regulators, which in turn may impose added costs on our business, impact our operations, and/or limit our ability to engage in strategic transactions that might otherwise be beneficial to us and our investors.
As a result of these laws 36 Table of Contents Index to Consolidated Financial Statements and regulations, investments by particular investors may need to be filed with local regulators, which in turn may impose added costs on our business, impact our operations, and/or limit our ability to engage in strategic transactions that might otherwise be beneficial to us and our investors.
If we are unable to generate sufficient funds from operations, raise additional capital or access our existing funds, we may be forced to take actions to reduce our capital or operating expenditures, including by eliminating redundancies, or reducing or delaying our production facility expansions, which may adversely affect our business, financial condition, results of operations and prospects.
If we are unable to generate sufficient funds from operations, raise additional capital or access our existing funds, we may be forced to take actions to reduce our capital or operating expenditures, including by eliminating redundancies, or reducing or delaying our production facility expansion, which may adversely affect our business, financial condition, results of operations and prospects.
Our battery products may be subject to U.S. export control laws and regulations including the Export Administration Regulations, the International Traffic in Arms Regulations, and trade and economic sanctions maintained by the Office of Foreign Assets Control. As such, an export license is required to export, reexport, or transfer certain battery products to certain countries, end-users, and end-uses.
Our battery products may be subject to U.S. and international export control laws and regulations including the Export Administration Regulations, the International Traffic in Arms Regulations, and trade and economic sanctions maintained by the Office of Foreign Assets Control. As such, an export license is required to export, re-export, or transfer certain battery products to certain countries, end-users, and end-uses.
If we were to fail to comply with such U.S. export controls laws and regulations, U.S. economic sanctions, or other similar laws, we could be subject to both civil and criminal penalties, including substantial fines, possible incarceration for employees and managers for willful violations, and the possible loss of our export or import privileges.
If we were to fail to comply with such export controls laws and regulations, economic sanctions, or other similar laws, we could be subject to both civil and criminal penalties, including substantial fines, possible incarceration for employees and managers for willful violations, and the possible loss of our export or import privileges.
Our reliance on suppliers in foreign countries, including China, subjects us to risks and uncertainties relating to foreign laws and regulations and changes in relations between the United States and such foreign countries. Our battery materials are sourced primarily from China and we rely on contract manufacturing partners from China for our SiCore batteries.
Our reliance on suppliers in foreign countries, including China and South Korea, subjects us to risks and uncertainties relating to foreign laws and regulations and changes in relations between the United States and such foreign countries. Our battery materials are sourced primarily from China and we rely on contract manufacturing partners from China and South Korea for our SiCore batteries.
An adverse determination could require that we pay damages, which could be substantial, or that we stop using technologies found to be in violation of a third 33 Table of Contents Index to Consolidated Financial Statements party’s rights and could prevent us from selling our batteries.
An adverse determination could require that we pay damages, which could be substantial, or that we stop using technologies found to be in violation of a third 34 Table of Contents Index to Consolidated Financial Statements party’s rights and could prevent us from selling our batteries.
These rights and remedies allow government customers, among other things, to: • terminate existing contracts for convenience; • reduce orders under or otherwise modify contracts; • for contracts subject to the Truth in Negotiations Act, reduce the contract price or cost where it was increased because a contractor or subcontractor furnished cost or pricing data during negotiations that was not complete, accurate, and current; • for some contracts, (i) demand a refund, make a forward price adjustment, or terminate a contract for default if a contractor provided inaccurate or incomplete data during the contract negotiation process and (ii) reduce the contract price under triggering circumstances, including the revision of price lists or other documents upon which the contract award was predicated; 30 Table of Contents Index to Consolidated Financial Statements • decline to exercise an option to renew a multi-year contract; • claim rights in solutions, systems, or technology produced by us, appropriate such work-product for their continued use without continuing to contract for our services, and disclose such work-product to third parties, including other government agencies and our competitors, which could harm our competitive position; • prohibit future procurement awards with a particular agency due to a finding of organizational conflicts of interest; • suspend or debar us from doing business with the applicable government; and • control or prohibit the export of our battery products and technology.
These rights and remedies allow government customers, among other things, to: • terminate existing contracts for convenience; • reduce orders under or otherwise modify contracts; • for contracts subject to the Truth in Negotiations Act, reduce the contract price or cost where it was increased because a contractor or subcontractor furnished cost or pricing data during negotiations that was not complete, accurate, and current; • for some contracts, (i) demand a refund, make a forward price adjustment, or terminate a contract for default if a contractor provided inaccurate or incomplete data during the contract negotiation process and (ii) reduce the contract price under triggering circumstances, including the revision of price lists or other documents upon which the contract award was predicated; • decline to exercise an option to renew a multi-year contract; • claim rights in solutions, systems, or technology produced by us, appropriate such work-product for their continued use without continuing to contract for our services, and disclose such work-product to third parties, including other government agencies and our competitors, which could harm our competitive position; • prohibit future procurement awards with a particular agency due to a finding of organizational conflicts of interest; • suspend or debar us from doing business with the applicable government; and • control or prohibit the export of our battery products and technology.
These applications may develop slower or at a size that is less than expected, to the extent they develop at all. • Developments in alternative technology or other fossil fuel alternatives may adversely affect the demand for our battery products. • We have pursued and may continue to pursue development agreements and other strategic alliances, which could have an adverse impact on our business if they are unsuccessful. • If our customers choose to reduce purchases, or do not purchase at all, batteries manufactured outside of the United States, our revenue could decline and our prospects may be adversely affected. • We may require additional capital to support business growth, and this capital might not be available on commercially reasonable terms or at all. • We are an early-stage company with a history of financial losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We are obligated to develop and maintain proper and effective internal control over financial reporting.
These applications may develop slower or at a size that is less than expected, to the extent they develop at all. • Developments in alternative technology or other fossil fuel alternatives may adversely affect the demand for our battery products. • We have pursued and may continue to pursue development agreements and other strategic alliances, which could have an adverse impact on our business if they are unsuccessful. 17 Table of Contents Index to Consolidated Financial Statements • If our customers choose to reduce purchases, or do not purchase at all, batteries manufactured outside of the United States, our revenue could decline and our prospects may be adversely affected. • We may require additional capital to support business growth, and this capital might not be available on commercially reasonable terms or at all. • We are an early-stage company with a history of financial losses and expect to incur significant expenses and continuing losses for the foreseeable future. • We are obligated to develop and maintain proper and effective internal control over financial reporting.
Such tariffs imposed by the United States, if expanded to other categories, could have a significant impact on our business, particularly the importation of parts of our batteries and certain production equipment that are manufactured in China.
Such tariffs imposed by the United States, if increased and/or expanded to other categories, could have a significant impact on our business, particularly the importation of parts of our batteries and certain production equipment that are manufactured in China.
These countries have taken or have threatened to take retaliatory actions, including imposing additional tariffs on their importation of a wide range of products from the United States, which could lead to adverse impacts to global trade.
These countries have taken or have threatened to take retaliatory actions, including imposing additional tariffs on their importation of a wide range of products from the United States, which may lead to adverse impacts to global trade.
Maintaining such confidence may be particularly complicated by certain factors including those that are largely outside of our control, such as our limited operating history, market unfamiliarity with our battery products, any delays in scaling manufacturing, delivery and service operations to meet demand, competition and uncertainty regarding our production and sales performance compared with market expectations.
Maintaining such confidence may be particularly complicated by certain factors including those that are largely outside of our control, such as our limited operating history, market unfamiliarity with our battery products, any delays in expanding our manufacturing capacity, delivery and service operations to meet demand, competition and uncertainty regarding our production and sales performance compared with market expectations.
Certain of our customers, including customers that represent a significant portion of our business, have in the past reduced their spend with us or terminated their agreements with us, which has reduced our anticipated future cash receipts or revenue from these customers.
Certain of our customers, including customers that represent a significant portion of our business, have in the past reduced their spending with us or terminated their agreements with us, which has reduced our anticipated future cash receipts or revenue from these customers.
We may expend our limited resources to pursue a particular product and fail to capitalize on products that may be more profitable or for which there is a greater likelihood of success. • We may encounter delays and technical obstacles in developing new battery products such as different cell formats to meet varied market requirements. • Certain components of our batteries are hazardous and pose safety risks that may cause accidents in our manufacturing facility. • We may be subject to financial and reputational risks due to product recalls and product liability claims, and we could face substantial liabilities that exceed our resources. 15 Table of Contents Index to Consolidated Financial Statements • We may not be able to accurately estimate the future supply and demand for our batteries, which could result in a variety of inefficiencies in our business and hinder our ability to generate revenue.
We may expend our limited resources to pursue a particular product and fail to capitalize on products that may be more profitable or for which there is a greater likelihood of success. • We may encounter delays and technical obstacles in developing new battery products such as different cell formats to meet varied market requirements. • Certain components of our batteries are hazardous and pose safety risks that may cause accidents in our manufacturing facility. • We may be subject to financial and reputational risks due to product recalls and product liability claims, and we could face substantial liabilities that exceed our resources. • We may not be able to accurately estimate the future supply and demand for our batteries, which could result in a variety of inefficiencies in our business and hinder our ability to generate revenue.
These provisions include: • authorizing “blank check” preferred stock, which could be issued by our board of directors without stockholder approval and may contain voting, liquidation, dividend and other rights superior to our common stock; • limiting the liability of, and providing indemnification to, our directors and officers; • prohibiting cumulative voting in the election of directors; • providing that vacancies on our board of directors may be filled only by majority of directors then in office of the board of directors, even though less than a quorum; • prohibiting the ability of our stockholders to call special meetings; • establishing an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to the board of directors; • dividing directorships of our board of directors into three classes, each to be elected for a term of three years, so that only one class of directorships is up for election at each annual meeting of the stockholders; and • specifying that special meetings of our stockholders can be called only by a majority of the board of directors, the chair of the board of directors, or our CEO.
These provisions include: • authorizing “blank check” preferred stock, which could be issued by our board of directors without stockholder approval and may contain voting, liquidation, dividend and other rights superior to our common stock; • limiting the liability of, and providing indemnification to, our directors and officers; • prohibiting cumulative voting in the election of directors; • providing that vacancies on our board of directors may be filled only by majority of directors then in office of the board of directors, even though less than a quorum; • prohibiting the ability of our stockholders to call special meetings; • establishing an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to the board of directors; • dividing directorships of our board of directors into three classes, each to be elected for a term of three years, so that only one class of directorships is up for election at each annual meeting of the stockholders; and 40 Table of Contents Index to Consolidated Financial Statements • specifying that special meetings of our stockholders can be called only by a majority of the board of directors, the chair of the board of directors, or our CEO.
Significant CFIUS reform legislation, which was fully implemented through regulations that became effective on February 13, 2020, expanded the scope of CFIUS’s jurisdiction to investments that do not result in control of a U.S. business by a foreign person but afford certain foreign investors certain information or governance rights in a U.S. business that has a nexus to “critical technologies,” “critical infrastructure” and/or “sensitive personal data.” Based on its export control classification, some of our battery technology is considered a “critical technology.” CFIUS could choose to review past or proposed transactions involving us or new or existing foreign investors in us even if a filing with CFIUS is or was not required at the time of the transaction.
Significant CFIUS reform legislation, which was fully implemented through regulations that became effective on February 13, 2020, expanded the scope of CFIUS’s jurisdiction to investments that do not result in control of a U.S. business by a foreign person but afford certain foreign investors certain information or governance rights in a U.S. business that has a nexus to “critical technologies,” “critical infrastructure” and/or “sensitive personal data.” Based on its export control classification, some of our battery technology is considered a “critical technology.” 38 Table of Contents Index to Consolidated Financial Statements CFIUS could choose to review past or proposed transactions involving us or new or existing foreign investors in us even if a filing with CFIUS is or was not required at the time of the transaction.
Currency fluctuations, geopolitics, trade barriers, embargoes, tariffs or shortages and other general economic or political conditions may limit our ability to obtain key components for our batteries or significantly increase freight charges, raw material costs and other expenses associated with our business, which could materially and adversely affect our business, financial condition, results of operations and prospects.
Additionally, currency fluctuations, geopolitics, trade barriers, embargoes, increased tariffs and retaliatory actions or shortages and other general economic or political conditions may limit our ability to obtain batteries or key components for our batteries or significantly increase freight charges, raw material costs and other expenses associated with our business, which could materially and adversely affect our business, financial condition, results of operations and prospects.
Recent and potential tariffs imposed by the United States government or a global trade war could increase the cost of our products, which could have a material adverse effect on our business, financial condition and results of operations.
Recent and potential tariffs imposed by the United States government or a global trade war has and could continue to increase the cost of our products, which could have a material adverse effect on our business, financial condition and results of operations.
Additionally, we expect our operating expenses may increase substantially on account of increased headcount and other general and administrative expenses necessary to support a rapidly growing company. As a result, we expect to need to access the debt and equity capital markets, including through the At Market Financing, to obtain additional financing in the future.
Additionally, we expect our operating expenses may increase substantially on account of increased headcount and other general and administrative expenses necessary to support a rapidly growing company. As a result, we may need to access the debt and equity capital markets, to obtain additional financing in the future.
Our reliance on Berzelius or other third parties to manufacture our batteries or battery materials subjects us to certain risks, including but not limited to: • Because we have not established commercial terms for future SiCore battery or battery material purchases and, therefore, must agree to commercial terms on each of our purchase orders, if Berzelius or our manufacturing partners increase their prices, we may not be able to establish commercially reasonable terms for future purchases; • We may purchase SiCore battery materials from Berzelius or our manufacturing partners before we receive purchase orders for our SiCore batteries from our customers, or we may accept purchaser orders for SiCore batteries from our customers before establishing any commercial terms with Berzelius or our manufacturing partners, and if we cannot establish commercially reasonable terms with Berzelius or our manufacturing partners, we may not be able to fulfill customers’ orders or we may incur losses when trying to meet our obligations, which may result in our customers seeking alternative batteries, and in turn, we could lose customers and face reputational harm or penalties; 17 Table of Contents Index to Consolidated Financial Statements • If any of our manufacturing partners cease to provide manufacturing services to us, either permanently or temporarily, we may be required to arrange for alternative manufacturing arrangements, which we may not be able to arrange on financially attractive terms, on a timely basis or at all; • We do not control Berzelius or other third party manufacturers, and there is no guarantee that these partners will reserve any capacity for us, they will not have disruptions in their supply chain or manufacturing processes, and that our batteries or battery materials will be delivered to us within the agreed timeline, or at all, or be free from defects; • If we do not receive the batteries on time or if the batteries contain defects, we may have to delay deliveries, and our customers may terminate their orders or we may initiate product recalls; • If we are unable to grow the market for SiCore batteries manufactured by Berzelius or our manufacturing partners within our product portfolio, our business, financial condition and results of operations will be adversely affected; • Although we have exclusive rights to purchase Berzelius’ proprietary silicon anode materials in the United States, Canada and Mexico, we do not have exclusivity arrangements with respect to marketing, and there is no guarantee that Berzelius will not compete with us for customers; • We plan to establish a global network of contract manufacturing partnerships in the future and we may face certain risks as part of this process, including, among other things, the risk of losing control over the manufacturing process of our SiCore batteries, which could lead to quality control issues, delay in production, increase in production costs, and non-compliance with our established standards, or we may encounter a risk of losing control of some of our intellectual property, and while we plan to set up business processes, including oversight and quality control procedures in order to manage our contract manufacturing arrangements, there can be no assurance that such processes will be effective; and • Relying on global third parties subjects us to certain risks beyond our control including, tariffs, currency fluctuations, geopolitics, trade barriers, or other general economic or political conditions, any of which may materially and adversely affect our business.
Our reliance on Berzelius or other third parties to manufacture our batteries or battery materials subjects us to certain risks, including but not limited to: • Because we have not established commercial terms for future SiCore battery or battery material purchases and, therefore, must agree to commercial terms on each of our purchase orders, if Berzelius or our manufacturing partners increase their prices, we may not be able to establish commercially reasonable terms for future purchases; • We may purchase SiCore battery materials from Berzelius or our manufacturing partners before we receive purchase orders for our SiCore batteries from our customers, or we may accept purchaser orders for SiCore batteries from our customers before establishing any commercial terms with Berzelius or our manufacturing partners, and if we cannot establish commercially reasonable terms with Berzelius or our manufacturing partners, we may not be able to fulfill customers’ orders or we may incur losses when trying to meet our obligations, which may result in our customers seeking alternative batteries, and in turn, we could lose customers and face reputational harm or penalties; • If any of our manufacturing partners cease to provide manufacturing services to us, either permanently or temporarily, we may be required to arrange for alternative manufacturing arrangements, which we may not be able to arrange on financially attractive terms, on a timely basis or at all; • We do not control Berzelius or other third party material suppliers, and there is no guarantee that these partners will reserve any capacity for us, they will not have disruptions in their supply chain or manufacturing processes, and that our batteries or battery materials will be delivered to us within the agreed timeline, or at all, or be free from defects; • If we do not receive the batteries on time or if the batteries contain defects, we may have to delay deliveries, and our customers may terminate their orders or we may initiate product recalls; • If we are unable to grow the market for SiCore batteries manufactured by Berzelius or our manufacturing partners within our product portfolio, our business, financial condition and results of operations will be adversely affected; 19 Table of Contents Index to Consolidated Financial Statements • Although we have exclusive rights to purchase Berzelius’ proprietary silicon anode materials in the United States, Canada and Mexico, we do not have exclusivity arrangements with respect to marketing, and there is no guarantee that Berzelius will not compete with us for customers; • We plan to establish a global network of contract manufacturing partnerships in the future and we may face certain risks as part of this process, including, among other things, the risk of losing control over the manufacturing process of our SiCore batteries, which could lead to quality control issues, delay in production, increase in production costs, and non-compliance with our established standards, or we may encounter a risk of losing control of some of our intellectual property, and while we plan to set up business processes, including oversight and quality control procedures in order to manage our contract manufacturing arrangements, there can be no assurance that such processes will be effective; and • Relying on global third parties subjects us to certain risks beyond our control including, currency fluctuations, trade barriers, trade wars, retaliatory actions or restrictions imposed on such third parties, inflation or other general economic and geopolitical uncertainty, including the recent economic uncertainty and volatility, any of which could negatively impact our operations, or those of our customers, suppliers and manufacturers.
In addition, our customers’ decisions to expand the use of our battery products depends on a number of factors, including general economic conditions, the functioning of our batteries, and our customers’ satisfaction with our battery products. If our efforts to expand within our existing customer base are not successful, our business may suffer.
In addition, our customers’ decisions to continue or expand the use of our battery products may depend on a number of factors, including general economic conditions, the functioning of our batteries, and our customers’ satisfaction with our battery products. If our efforts to expand within our existing customer base are not successful, our business may suffer.
If we are unable to achieve these targeted rates, our business will be adversely impacted. We rely on, and will continue to rely on, complex equipment for our operations, and manufacturing involves a significant degree of risk and uncertainty in terms of operational performance and costs.
If we are unable to achieve these targeted rates through our existing contract manufacturers, our business will be adversely impacted. We rely on, and will continue to rely on, complex equipment for our operations, and manufacturing involves a significant degree of risk and uncertainty in terms of operational performance and costs.
Although those material weaknesses were remediated and there were no material weaknesses identified as of December 31, 2024, there can be no assurance that we will not experience additional material weaknesses in the future.
Although those material weaknesses were remediated prior to December 31, 2024 and there were no material weaknesses identified as of December 31, 2025, there can be no assurance that we will not experience additional material weaknesses in the future.
We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of our common stock that are held by non-affiliates exceeds $700.0 million as of June 30 of that fiscal year, (ii) the last day of the fiscal year in which we have total annual gross revenue of $1.235 billion or more during such fiscal year (as indexed for inflation), (iii) the date 41 Table of Contents Index to Consolidated Financial Statements on which we have issued more than $1.0 billion in non-convertible debt in the prior three-year period or (iv) December 31, 2027.
We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of our common stock that are held by non-affiliates exceeds $700.0 million as of June 30 of that fiscal year, (ii) the last day of the fiscal year in which we have total annual gross revenue of $1.235 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which we have issued more than $1.0 billion in non-convertible debt in the prior three-year period or (iv) December 31, 2027.
We have customers from the public sector, and our failure to receive and maintain government contracts or changes in the contracting or fiscal policies of the public sector could have a material adverse effect on our business. We have contracts with certain government agencies of the United States (as a prime contractor or subcontractor).
We have customers from the public sector, and our failure to receive and maintain government contracts or changes in the contracting or fiscal policies of the public sector could have a material adverse effect on our business. We have contracts with certain government agencies of the United States (as a prime contractor or subcontractor), including, for example, the U.S.
We may not be able to cover any substantial monetary judgment against us. Moreover, a 21 Table of Contents Index to Consolidated Financial Statements product liability claim against us or our competitors could generate substantial negative publicity about our battery products and could have a material adverse effect on our brand, business, financial condition, results of operations and prospects.
We may not be able to cover any substantial monetary judgment against us. Moreover, a product liability claim against us or our competitors could generate substantial negative publicity about our battery products and could have a material adverse effect on our brand, business, financial condition, results of operations and prospects.
For example, if we rely on our partners’ manufacturing facilities, those operations would be outside of our control. We could experience delays if our partners do not meet agreed-upon timelines or experience capacity constraints, and in turn, we could lose customers and face reputational harm.
For example, we rely on our partners’ manufacturing facilities and their operations are outside of our control. We could experience delays if our partners do not meet agreed-upon timelines or experience capacity constraints, and in turn, we could lose customers and face reputational harm.
Our ability to monitor our outsourced service providers’ security measures is limited, and, in any event, third parties may be able to circumvent those security measures, resulting in the unauthorized access to, misuse, acquisition, disclosure, loss, alteration, or destruction of personal, financial, confidential, or other data, 31 Table of Contents Index to Consolidated Financial Statements including data relating to individuals.
Our ability to monitor our outsourced service providers’ security measures is limited, and, in any event, third parties may be able to circumvent those security measures, resulting in the unauthorized access to, misuse, acquisition, disclosure, loss, alteration, or destruction of personal, financial, confidential, or other data, including data relating to individuals.
Product liability claims, even those without merit or those that do not involve our battery products, could harm our business, financial condition, results of operations and prospects. A successful product liability claim against us, resulting from safety issues or otherwise, could require us to pay a substantial monetary award.
Product liability claims, even those without merit or those that do not involve our battery products, could harm our business, financial condition, results of operations and prospects. 22 Table of Contents Index to Consolidated Financial Statements A successful product liability claim against us, resulting from safety issues or otherwise, could require us to pay a substantial monetary award.
Our success depends on our ability to attract and retain our executive officers, key employees and other qualified personnel, particularly technical talent, and as a relatively small company with key talent residing in a limited number of employees, our operations may be severely disrupted if we lost their services. In particular, we are highly dependent on the services of Dr.
Our success depends on our ability to attract and retain our executive officers, key employees and other qualified personnel, particularly technical talent, and as a relatively small company with key talent residing in a limited number of employees, our operations may be severely disrupted if we lost their services.
Moreover, as we scale the commercial production of our batteries, our experience may cause us to discontinue the use of already modified or installed equipment in favor of different or additional equipment.
Moreover, as we increase our efforts to expand the commercial production of our batteries, our experience may cause us to discontinue the use of already modified or installed equipment in favor of different or additional equipment.
Our profitability will not only depend on our ability to successfully market our batteries, but also our ability to control our costs. Some of the processes in the manufacturing of our silicon anodes require chemical vapor deposition, for which equipment is more costly than those involved in standard anode production techniques.
Our profitability will not only depend on our ability to successfully market our batteries, but also our ability to control our costs. Some of the processes in the manufacturing of our silicon anodes require equipment that is more costly than those involved in standard anode production techniques.
If our batteries fail to perform as expected, our customers may delay deliveries, or terminate orders, or we may initiate product recalls, each of which could adversely affect our sales and brand and could adversely affect our business, financial condition, results of operations and prospects.
If our batteries fail to perform as expected, our 18 Table of Contents Index to Consolidated Financial Statements customers may delay deliveries, or terminate orders, or we may initiate product recalls, each of which could adversely affect our sales and brand and could adversely affect our business, financial condition, results of operations and prospects.
However, there is no assurance that the Chinese government will continue to pursue such policies, that such policies will be successfully implemented, that such policies will not be significantly altered, or that such policies will be beneficial to our partners in China. China’s regulations affecting the exporting of battery materials and batteries can be unpredictable.
However, there is no assurance that the Chinese government will continue to pursue such policies, that such policies will be successfully implemented, that such policies will not be significantly altered, or that such policies will be beneficial to our partners in China. 39 Table of Contents Index to Consolidated Financial Statements China’s regulations affecting the exporting of battery materials and batteries can be unpredictable.
Current and new regulations or procurement requirements (including, for example regulations regarding counterfeit and corrupt parts, country of origin restrictions, supply chain diligence, mandatory socioeconomic compliance requirements and cybersecurity) or changes to current requirements could limit contracting opportunities and also increase our costs and risk of non-compliance.
Current and new regulations or procurement requirements (including, for example regulations regarding counterfeit and corrupt parts, country of origin restrictions, supply chain diligence, mandatory socioeconomic compliance requirements and cybersecurity) or changes to 31 Table of Contents Index to Consolidated Financial Statements current requirements could limit contracting opportunities and also increase our costs and risk of non-compliance.
During the years ended December 31, 2023 and 2022, we identified material weaknesses in our internal control over financial reporting pertaining to the inadequate design and maintenance of our internal control over our financial reporting and close activities and inadequate segregation of duties.
In 2023 and 2022, we identified material weaknesses in our internal control over financial reporting pertaining to the inadequate design and maintenance of our internal control over our financial reporting and close activities and inadequate segregation of duties.
Any data security incidents or other disruptions to any data centers or other systems used in our business could result in lengthy interruptions in our service and may adversely affect our reputation, business, financial condition, results of operations and prospects.
Any data security incidents or other disruptions to any data 32 Table of Contents Index to Consolidated Financial Statements centers or other systems used in our business could result in lengthy interruptions in our service and may adversely affect our reputation, business, financial condition, results of operations and prospects.
We may have limited ability to monitor or control the actions of our partners and, to the extent any of them suffers negative publicity or harm to their reputation from events relating to their business, we may also suffer negative publicity or harm to our reputation by virtue of our association with them.
We may have limited ability to monitor or control the actions of our partners and, to the extent any of them suffers negative publicity or harm to their reputation 25 Table of Contents Index to Consolidated Financial Statements from events relating to their business, we may also suffer negative publicity or harm to our reputation by virtue of our association with them.
CFIUS policies and practices are rapidly evolving, and in the event that CFIUS reviews one or more proposed or existing transactions involving us, there can be no assurances that the transaction parties will be able to maintain, or 37 Table of Contents Index to Consolidated Financial Statements proceed with, such transactions on terms acceptable to them.
CFIUS policies and practices are rapidly evolving, and in the event that CFIUS reviews one or more proposed or existing transactions involving us, there can be no assurances that the transaction parties will be able to maintain, or proceed with, such transactions on terms acceptable to them.
We do not currently have any plan of additional arrangements for our outstanding private warrants, public warrants and PIPE warrants. The likelihood that warrant holders will exercise the warrants and any cash proceeds that we would receive is dependent upon the market price of our common stock.
We do not currently have any plan of additional arrangements for our outstanding private warrants, public warrants and PIPE warrants. The likelihood that warrant holders will exercise the warrants and any cash proceeds that we would 43 Table of Contents Index to Consolidated Financial Statements receive is dependent upon the market price of our common stock.
As a result, the exercise price of warrants could be increased, the exercise period could be shortened and the number of shares of common stock purchasable upon exercise of a warrant could be decreased, all without warrant holder approval. 43 Table of Contents Index to Consolidated Financial Statements The public warrants and private warrants were issued in registered form under the respective warrant agreements.
As a result, the exercise price of warrants could be increased, the exercise period could be shortened and the number of shares of common stock purchasable upon exercise of a warrant could be decreased, all without warrant holder approval. The public warrants and private warrants were issued in registered form under the respective warrant agreements.
Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of our common stock. Further, there is no guarantee that the warrants will ever be in the money prior to their expiration, and as such, such warrants may expire worthless. Item 1B.
Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of our common stock. 44 Table of Contents Index to Consolidated Financial Statements Further, there is no guarantee that the warrants will ever be in the money prior to their expiration, and as such, such warrants may expire worthless.
To secure acceptance of our battery 24 Table of Contents Index to Consolidated Financial Statements products, we must also constantly develop and introduce cost-effective, increasingly more scalable silicon anode batteries with enhanced functionality and performance to meet evolving industry standards.
To secure acceptance of our battery products, we must also constantly develop and introduce cost-effective, increasingly more scalable silicon anode batteries with enhanced functionality and performance to meet evolving industry standards.
Changes in business conditions, unforeseen circumstances, governmental and regulatory changes, and other factors beyond our control or which we do not presently anticipate, could also affect our suppliers’ ability to deliver components to us on a timely basis.
Changes in business conditions, unforeseen circumstances, governmental and regulatory changes, and other factors beyond our control or which we do not presently anticipate, could also affect our suppliers’ ability to deliver components to us on a timely 23 Table of Contents Index to Consolidated Financial Statements basis.
Our ability to obtain additional financing will be subject to a number of factors, including: • market conditions; 25 Table of Contents Index to Consolidated Financial Statements • the level of success with our current manufacturing capabilities; • our operating performance; • investor sentiment; and • our ability to incur debt in compliance with any agreements governing our then capital structure.
Our ability to obtain additional financing will be subject to a number of factors, including: • market or economic conditions; • the level of success with our current manufacturing capabilities; • our operating performance; • investor sentiment; and • our ability to incur debt in compliance with any agreements governing our then capital structure.
If we fail to manage these dynamics successfully, gross margins and profitability could be adversely affected. As of December 31, 2024, tariffs have not had a material impact on our business, but increased tariffs or trade restrictions implemented by the United States or other countries could have a material adverse effect on our business, financial condition and results of operations.
If we fail to manage these dynamics successfully, gross margins and profitability could be adversely affected. Increased tariffs or trade restrictions implemented by the United States and retaliatory actions by other countries could have a material adverse effect on our business, financial condition and results of operations.
We will continue to encounter risks and difficulties frequently experienced by early commercial stage companies, including scaling up our infrastructure and headcount, and may encounter unforeseen expenses, difficulties or delays in connection with our growth.
We will continue to encounter risks and difficulties frequently experienced by early commercial stage companies, including expanding our manufacturing capacity and increasing our headcount, and may encounter unforeseen expenses, difficulties or delays in connection with our growth.
Our growth may require significant capital expenditures, which may lower our earnings, and may divert 27 Table of Contents Index to Consolidated Financial Statements financial resources from other projects such as the development of new products and services.
Our growth may require significant capital expenditures, which may lower our earnings, and may divert financial resources from other projects such as the development of new products and services.
We have entered into development agreements and master supply agreements with certain of our customers, and may in the future enter into similar arrangements and development agreements with our customers, including with AALTO Airbus and the U.S. Army.
We have entered into development agreements and master supply agreements with certain of our customers and may in the future enter into similar arrangements and development agreements with our customers.
More specifically, the United States government has imposed or threatened to impose significant tariffs on certain product categories imported from China and other nations.
For example, the United States government has imposed and threatened to continue to impose significant tariffs on certain product categories imported from China and other nations.
Once we enter into contracts with customers to produce batteries for their products, we may expect to tailor the design of our batteries specifically to the products that these customers manufacture.
Our customers may require unique battery configurations or custom designs for their products. Once we enter into contracts with customers to produce batteries for their products, we may expect to tailor the design of our batteries specifically to the products that these customers manufacture.
See the section titled "Controls and Procedures – Management's Report on Internal Control over Financial Reporting" for more information. Eventually, it is possible that our independent registered public accounting firm will also be required to audit the effectiveness of our internal control over financial reporting in future annual reports on Form 10-K to be filed with the SEC.
Eventually, it is possible that our independent registered public accounting firm will also be required to audit the effectiveness of our internal control over financial reporting in future annual reports on Form 10-K to be filed with the SEC.
Recruiting and training skilled engineers, workers and other laborers will take significant cost and time, and an inability to do so timely or at all would inhibit the successful design, build-out and operation of the new manufacturing facility, thus negatively affecting our business and our results of operations. We have pursued new product platforms and expanded our product portfolio.
Recruiting and training skilled engineers, workers and other laborers will take significant cost and time, and an inability to do so timely or at all would inhibit the successful expansion of our manufacturing capacity and operation of our manufacturing facility, thus negatively affecting our business and our results of operations.
Sales to government agencies are subject to a number of challenges and risks. Selling to government agencies can be highly competitive, expensive, and time-consuming, often requiring significant upfront time and expense without any assurance that these efforts will generate a sale.
Department of War (“U.S. DoW”). 30 Table of Contents Index to Consolidated Financial Statements Sales to government agencies are subject to a number of challenges and risks. Selling to government agencies can be highly competitive, expensive, and time-consuming, often requiring significant upfront time and expense without any assurance that these efforts will generate a sale.
The manufacturing line may also suffer unexpected malfunctions from time to time and will depend on repairs and spare parts to resume operations, which may not be available when needed. Further, unexpected equipment malfunctions may significantly affect the intended operational efficiency. We may not meet our manufacturing cost targets, which would limit the size of our market opportunities.
The SiCore manufacturing line may also suffer unexpected malfunctions from time to time and will depend on repairs and spare parts to resume operations, which may not be available when needed. Further, unexpected equipment malfunctions may significantly affect the intended operational efficiency.
These stockholders are able to exercise a significant level of control over all matters requiring stockholder approval, including the election of directors, any amendment of the Certificate of Incorporation and approval of significant corporate transactions.
Our stockholders, including our executive officers and directors who are stockholders, individually or collectively, may be able to exercise a significant level of control over all matters requiring stockholder approval, including the election of directors, any amendment of the Certificate of Incorporation and approval of significant corporate transactions.
We have not yet commenced high-volume production of our batteries, and any cost advantage for the production of our batteries at scale, compared to conventional lithium-ion batteries, will require us to manufacture at rates of cell quality, throughput, and yield demonstrated for mature batteries and battery material that we have not yet achieved.
We partner with our existing contract manufacturers to manufacture and deliver our SiCore cells, and any cost advantage for the production of our batteries, compared to conventional lithium-ion batteries, require us to manufacture at rates of cell quality, throughput, and yield demonstrated for mature batteries and battery material that we have not yet achieved.
If our customers choose to reduce purchases, or do not purchase at all, batteries manufactured outside of the United States, our revenue could decline and our prospects may be adversely affected. Our SiCore batteries are based on the innovative, proprietary material system developed by Berzelius, which is a Chinese corporation, and are currently manufactured by our manufacturing partners in China.
Our SiCore batteries are based on the innovative, proprietary material system developed by Berzelius, which is a Chinese corporation, and are currently manufactured by our manufacturing partners in other countries such as China and South Korea. Our customers may choose to reduce future purchases, or not purchase at all, SiCore batteries manufactured outside of the United States.
We may expend our limited resources to pursue a particular product and fail to capitalize on products that may be more profitable or for which there is a greater likelihood of success. We recently expanded our product portfolio with the addition of SiCore and have made substantial investments to develop new products and enhancements to our existing products.
We have pursued new product platforms and expanded our product portfolio. We may expend our limited resources to pursue a particular product and fail to capitalize on products that may be more profitable or for which there is a greater likelihood of success.
We cannot assure 26 Table of Contents Index to Consolidated Financial Statements you that we will be able to maintain or grow our customer base in a cost-effective way.
We cannot assure you that we will be able to maintain or grow our customer base in a cost-effective way.
In addition, some of our supply agreements may require us to bear certain costs relating to recalls and replacements of end products when such recalls and replacements are due to defects of our battery products that are incorporated in such end products.
In addition, some of our supply agreements require us to bear certain costs relating to recalls and replacements of end products when such recalls and replacements are due to defects of our battery products that are incorporated in such end products. Our reliance on third parties to manufacture certain of our batteries or battery materials subjects us to certain risks.
Sustained uncertainty about, or worsening of, current global economic conditions and further escalation of trade tensions between the United States and its trading partners, especially China, could result in a global economic slowdown and long-term changes to global trade, including retaliatory trade restrictions that restrict our ability to operate in China.
Sustained uncertainty about, or worsening of, current global economic conditions and further escalation of trade tensions between the United States and its trading partners, especially China, could result in economic downturns, business interruptions affecting the global economy and capital markets, such as uncertainty in the global markets, inflation, recessionary trends, and long-term changes to global trade, including retaliatory trade restrictions that restrict our ability to operate in China or other countries.
In addition, designing, building and operating our new manufacturing facility and large-scale production tools will require us to hire highly skilled personnel, including battery factory design and operations experts. There are currently a limited number of people with this experience in the United States.
In addition, expanding our manufacturing capacity and operating our manufacturing facility and production tools will require us to hire highly skilled personnel. There are currently a limited number of people with this experience in the United States.
For example, our capital forecast assumes, among other things, that our development timeline progresses as planned and our corresponding expenditures are consistent with current expectations, both of which are subject to various risks and uncertainties, including those described herein, and, as needed, that we are able to utilize the At Market Financing.
For example, our capital forecast assumes, among other things, that our development timeline progresses as planned 26 Table of Contents Index to Consolidated Financial Statements and our corresponding expenditures are consistent with current expectations, both of which are subject to various risks and uncertainties, including those described herein.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur CTO has over 20 years of experience in managing IT, software and hardware systems and leading cybersecurity oversight. He works closely with our third-party managed service provider and managed security service provider to oversee cybersecurity risks, advise on employee trainings and respond to new risks and threats when they occur.
Biggest changeOur CFO has extensive experience in managing IT, software and hardware systems and leading cybersecurity oversight. He works closely with our third-party managed service provider and managed 45 Table of Contents Index to Consolidated Financial Statements security service provider to oversee cybersecurity risks, advise on employee trainings and respond to new risks and threats when they occur.
Dixon, is a Director for Business Executives for National Security (BENS.org), and a member of the Aspen Institute’s Cybersecurity Group, the nation’s leading cross-sector public-private cybersecurity forum and he has extensive experience leading cyber security oversight. Our CTO is responsible for developing and implementing our information security program and reporting on cybersecurity matters to our board of directors.
Dixon, is a Director for Business Executives for National Security (BENS.org), and a member of the Aspen Institute’s Cybersecurity Group, the nation’s leading cross-sector public-private cybersecurity forum and he has extensive experience leading cyber security oversight. Our CFO is responsible for developing and implementing our information security program and reporting on cybersecurity matters to our board of directors.
Senior management also devotes significant resources to cybersecurity and risk management processes as well as to adapting to the changing cybersecurity landscape and responding to emerging threats in a timely and effective manner. Risk Management and Strategy We devote significant resources and designate high-level personnel, including our Chief Technology Officer (“CTO”), to manage the risk assessment and mitigation process.
Senior management also devotes significant resources to cybersecurity and risk management processes as well as to adapting to the changing cybersecurity landscape and responding to emerging threats in a timely and effective manner. Risk Management and Strategy We devote significant resources and designate high-level personnel, including our Chief Financial Officer (“CFO”), to manage the risk assessment and mitigation process.
Following these risk assessments, we re-design, implement, and maintain reasonable safeguards to minimize identified risks; reasonably address any identified gaps in existing safeguards; and regularly monitor the effectiveness of our safeguards. 44 Table of Contents Index to Consolidated Financial Statements As part of our overall risk management system, we monitor and test our safeguards and train our employees on these safeguards, in collaboration with human resources, IT, and management.
Following these risk assessments, we re-design, implement, and maintain reasonable safeguards to minimize identified risks; reasonably address any identified gaps in existing safeguards; and regularly monitor the effectiveness of our safeguards. As part of our overall risk management system, we monitor and test our safeguards and train our employees on these safeguards, in collaboration with human resources, IT, and management.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWhen we signed the lease agreement in April 2023, we announced a plan to build a GWh-scale manufacturing facility in those premises. As of December 31, 2024, we completed our pre-construction planning for this facility. However, the scope and schedule of the construction of this facility will be determined based on, among other factors, the availability and timing of funding.
Biggest changeWhen we signed the lease agreement in April 2023, we announced a plan to build a GWh-scale manufacturing facility in those premises.
This leased property, which we use for our corporate headquarters, research and development, and manufacturing of SiMaxx batteries, expires in June 2027 with an option to extend for an additional 5-year period up to June 2032. • Approximately 774,000 square feet of leased space located in Brighton, Colorado, which expires in May 2039 with an option to extend for two additional 5-year periods up to May 2049.
This leased property, which we use for our corporate headquarters, research and development, and manufacturing of our batteries, expires in June 2027 with an option to extend for an additional 5-year period up to June 2032. • Approximately 774,000 square feet of leased space located in Brighton, Colorado, which expires in May 2039 with an option to extend for two additional 5-year periods up to May 2049.
Item 2. Properties We lease our corporate headquarters and manufacturing facilities, which consisted of the following as of December 31, 2024: • Approximately 51,000 square feet of leased space located in Fremont, California.
Item 2. Properties We lease our corporate headquarters and manufacturing facilities, which consisted of the following as of December 31, 2025: • Approximately 51,000 square feet of leased space located in Fremont, California.
Removed
In addition, we are currently monitoring the larger industry dynamics. Changes in demand, 45 Table of Contents Index to Consolidated Financial Statements supply, battery cost structure, government incentives, trade tariffs, and other considerations may also influence our decision, including whether to proceed with the construction at all.
Added
As of December 31, 2025, due to larger industry dynamics, particularly our ability to access global contract manufacturing to rapidly service the demand from our customers, we recorded $19.1 million in impairment charges to the associated right-of-use asset and construction-in-progress to reflect our intention to terminate the lease of the Brighton facility.
Added
On January 30, 2026, we entered into an agreement with the lessor to terminate this lease in exchange for a one-time payment of $20.0 million. The termination of the lease will be reflected in our financial results in our fiscal first quarter of 2026.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeHolders As of March 13, 2025, there were 127 holders of record of our common stock and 17 holders of record of our public warrants.
Biggest changeHolders A s of February 27, 2026, there were 82 holders of record of our common stock and 9 holders of record of our public warrants.
The actual number of stockholders of our common stock is greater than this number of record holders and includes stockholders who are beneficial owners but whose shares of common stock are held in street name by banks, brokers and other nominees.
Th e actual number of stockholders of our common stock is greater than this number of record holders and includes stockholders who are beneficial owners but whose shares of common stock are held in street name by banks, brokers and other nominees.
Any future determination to declare dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevant. Recent Sales of Unregistered Equity Securities None. Item 6. Reserved Not applicable.
Any future determination to declare dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevant. Recent Sales of Unregistered Equity Securities None. Issuer Purchases of Equity Securities None.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeResults of Operations Comparison of the Year Ended December 31, 2024 to the Year Ended December 31, 2023 The following table summarizes our results of operations during the years ended December 31, 2024 and 2023 (amounts in thousands): Year ended December 31, Change 2024 2023 $ % Revenue $ 24,167 $ 9,053 $ 15,114 167 % Cost of revenue 42,497 23,729 18,768 79 % Gross loss (18,330) (14,676) (3,654) 25 % Gross margin (76) % (162) % Operating expenses: Research and development 7,344 3,677 3,667 100 % Selling, general and administrative 18,726 20,356 (1,630) (8) % Loss on retirement of property, plant and equipment 1,862 — 1,862 — % Total operating expenses 27,932 24,033 3,899 16 % Loss from operations (46,262) (38,709) (7,553) 20 % Other income, net: Interest income and other 1,591 2,514 (923) (37) % Loss on write-off of deferred stock issuance costs — (581) 581 (100) % Total other income, net 1,591 1,933 (342) (18) % Net loss $ (44,671) $ (36,776) $ (7,895) 21 % 51 Table of Contents Index to Consolidated Financial Statements Cost of revenue and operating expenses reported above include stock-based compensation as follows (amounts in thousands): Year ended December 31, Change 2024 2023 $ % Cost of revenue $ 871 $ 865 $ 6 1 % Research and development expense 936 186 750 403 % Selling, general and administrative expense 5,536 2,829 2,707 96 % Total stock-based compensation $ 7,343 $ 3,880 $ 3,463 89 % Revenue Revenue increased by $15.1 million, or 167%, to $24.2 million during the year ended December 31, 2024 from $9.1 million in the prior year.
Biggest changeWe maintain a valuation allowance against the full value of our U.S. federal and state net deferred tax assets because it is not more likely that our deferred tax assets will be recoverable. 51 Table of Contents Index to Consolidated Financial Statements Results of Operations Comparison of the Year Ended December 31, 2025 to the Year Ended December 31, 2024 The following table summarizes our results of operations during the years ended December 31, 2025 and 2024 (Dollars in thousands): Year ended December 31, Change 2025 2024 $ % Revenue $ 73,011 $ 24,167 $ 48,844 202 % Cost of revenue 64,747 42,497 22,250 52 % Gross profit (loss) 8,264 (18,330) 26,594 (145) % Gross margin 11% (76)% Operating expenses: Research and development 9,430 7,344 2,086 28 % Selling, general and administrative 22,956 18,726 4,230 23 % Impairment and other 22,524 1,862 20,662 1110 % Total operating expenses 54,910 27,932 26,978 97 % Loss from operations (46,646) (46,262) (384) 1 % Other income, net: Interest income and other, net 2,622 1,591 1,031 65 % Total other income, net 2,622 1,591 1,031 65 % Net loss $ (44,024) $ (44,671) $ 647 (1) % Cost of revenue and operating expenses reported above include stock-based compensation as follows (amounts in thousands): Year ended December 31, Change 2025 2024 $ % Cost of revenue $ 633 $ 871 $ (238) (27) % Research and development expense 1,246 936 310 33 % Selling, general and administrative expense 5,531 5,536 (5) — % Total stock-based compensation $ 7,410 $ 7,343 $ 67 1 % Revenue Revenue increased by $48.8 million, or 202%, to $73.0 million during the year ended December 31, 2025 from $24.2 million in the prior year.
The increase was primarily due to the increase in the volume of purchases for resale of finished SiCore batteries, as well as the increase in costs to produce SiMaxx batteries including increases in personnel-related costs, the cost of materials, and overhead-related costs, primarily shared-facility costs, equipment and utilities.
The increase was primarily due to the increase in the volume of purchases for resale of finished SiCore batteries, as well as costs to produce SiMaxx batteries including personnel-related costs, the cost of materials, and overhead-related costs, primarily shared-facility costs, equipment and utilities.
Achieving capacity at commercial scale of our high energy density lithium-ion batteries may require us to make significant and increasing capital expenditures to scale our manufacturing capacity and improve our supply chain processes.
Achieving capacity at commercial scale of our high energy density lithium-ion batteries may require us to make significant and increasing capital expenditures to scale our contract manufacturing capacity and improve our supply chain processes.
Some of the challenges that we may encounter when we enter into a manufacturing supply arrangement include, among others, risk of losing control over the manufacturing process of our SiCore batteries, which could lead to quality control issues, delay in production, increase in production costs, and non-compliance with our established standards.
Some of the challenges that we may encounter when we enter into a manufacturing supply arrangement include, among others, supply chain risks, risk of losing control over the manufacturing process of our SiCore batteries, which could lead to quality control issues, delay in production, increase in production costs, and non-compliance with our established standards.
Recent Accounting Pronouncements See Note 2 “Summary of Significant Accounting Policies” to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further information about recent accounting pronouncements, the timing of their adoption, and our assessment, to the extent we have made one, of their potential impact on our financial condition and results of operations.
Recent Accounting Pronouncements See Note 2 “Summary of Significant Accounting Policies” to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further information about recent accounting pronouncements, the timing 56 Table of Contents Index to Consolidated Financial Statements of their adoption, and our assessment, to the extent we have made one, of their potential impact on our financial condition and results of operations.
Known Trends, Demands, Commitments, Events, or Uncertainties Impacting Our Business We believe that our performance and future success depends on several factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in the section titled “Risk Factors.” Establishing Global Network of Contract Manufacturing Partnerships As of December 31, 2024, we produce SiCore batteries by leveraging Berzelius’ existing production line and through our manufacturing supply agreements with three global contract manufacturers.
Known Trends, Demands, Commitments, Events, or Uncertainties Impacting Our Business We believe that our performance and future success depends on several factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in the section titled “Risk Factors.” Establishing Global Network of Contract Manufacturing Partnerships As of December 31, 2025, we produce SiCore batteries by leveraging Berzelius’ existing production line and through our manufacturing supply agreements with global contract manufacturers, including our participation in the Amprius Korea Battery Alliance.
We expect to rely on our cash and cash equivalents, which was $55.2 million as of December 31, 2024, and revenue that we expect to generate from operations to meet our working capital and capital expenditure requirements for a period of at least twelve months from the date our financial statements included in this Annual Report on Form 10-K are issued.
We expect to rely on our cash and cash equivalents, which was $90.5 million as of December 31, 2025, and revenue that we expect to generate from operations to meet our working capital and capital expenditure requirements for a period of at least twelve months from the date our financial statements included in this Annual Report on Form 10-K are issued.
The net proceeds from our cash tender offer, which expired on June 11, 2024, totaled $13.6 million. As of December 31, 2024, we had a total of 16,692,572 public warrants, 300,000 private warrants and 2,052,500 PIPE warrants outstanding.
The net proceeds from our cash tender offer, which expired on June 11, 2024, totaled $13.6 million. As of December 31, 2025, we had a total of 16,492,472 public warrants, 300,000 private warrants and 2,052,500 PIPE warrants outstanding.
If financing is not available, or if the terms of financing are less desirable than we expect, we may 53 Table of Contents Index to Consolidated Financial Statements be forced to take actions to reduce our capital or operating expenditures, including by reducing or delaying our production capacity expansion, which may adversely affect our business, operating results, financial condition and prospects.
If financing is not available, or if the terms of financing are less desirable than we expect, we may be forced to take actions to reduce our capital or operating expenditures, including by reducing or delaying our production capacity expansion, which may adversely affect our business, operating results, financial condition and prospects.
A 55 Table of Contents Index to Consolidated Financial Statements change in the IBR, or the assumptions used to estimate the IBR, could have a significant effect on the amounts of the lease liabilities and ROU assets that we initially recorded and the amounts that are currently shown on our consolidated balances sheets included elsewhere in this Annual Form 10-K.
A change in the IBR, or the assumptions used to estimate the IBR, could have a significant effect on the amounts of the lease liabilities and ROU assets that we initially recorded and the amounts that are currently shown on our consolidated balances sheets included elsewhere in this Annual Form 10-K.
In addition, we may encounter a risk of losing control of some of our intellectual property. While we plan to set up business processes, including adding oversight and quality control procedures, in order to manage our contract manufacturing supply arrangements, there can be no assurance that such processes will be effective.
In addition, we may encounter a risk of losing control of some of 48 Table of Contents Index to Consolidated Financial Statements our intellectual property. While we plan to set up business processes, including adding oversight and quality control procedures, in order to manage our contract manufacturing supply arrangements, there can be no assurance that such processes will be effective.
Research and Development (“R&D”) Expenses R&D expenses consist mainly of personnel-related expenses such as salaries, employee benefits and stock-based compensation expense of our R&D personnel, outside contractors, materials, R&D equipment for which there is no 50 Table of Contents Index to Consolidated Financial Statements alternative future use, and allocation of overhead costs, which include utilities, rent, depreciation expense and other facilities-related costs.
Research and Development (“R&D”) Expenses R&D expenses consist mainly of personnel-related expenses such as salaries, employee benefits and stock-based compensation expense of our R&D personnel, outside contractors, materials, R&D equipment for which there is no alternative future use, and allocation of overhead costs, which include utilities, rent, depreciation expense and other facilities-related costs.
We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our common stock held by non-affiliates exceeds $250.0 million as of the prior June 30 or (ii) our annual revenue exceeds $100.0 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700.0 million as of the prior June 30.
We will remain a smaller reporting company until the last day of the fiscal year 55 Table of Contents Index to Consolidated Financial Statements in which (i) the market value of our common stock held by non-affiliates exceeds $250.0 million as of the prior June 30 or (ii) our annual revenue exceeds $100.0 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700.0 million as of the prior June 30.
As we expand our customer base, we expect to develop larger form factor batteries for broader electrified transportation applications. 49 Table of Contents Index to Consolidated Financial Statements As a result of these efforts, our goal is to fully realize the benefits of our silicon anode technology and develop the highest performing products in the market.
As we expand our customer base, we expect to develop larger form factor batteries for broader electrified transportation applications. As a result of these efforts, our goal is to fully realize the benefits of our silicon anode technology and develop the highest performing products in the market.
During the year ended December 31, 2024, we offered the holders of the public and private warrants the opportunity to exercise, for cash, their warrants at a temporarily reduced exercise price of $1.10 per warrant, and we also made a separate tender offer to the holders of private warrants to exchange their warrants, on a cashless basis, for shares of our common stock.
On May 13, 2024, we offered the holders of the public and private warrants the opportunity to exercise, for cash, their warrants at a temporarily reduced exercise price of $1.10 per warrant, and we also made a separate tender offer to the holders of private warrants to exchange their warrants, on a cashless basis, for shares of our common stock.
We expect to continue investing in the development of battery technology with the goal of enabling commercial production. We continue to develop customized battery solutions and deliver standardized samples (i.e., prototypes) of batteries to industry leading manufacturers as well as to certain federal government agencies.
We expect to continue investing in the development of battery technology with the goal of enabling commercial production. We continue to develop customized battery solutions and deliver standardized samples (i.e., prototypes) of 49 Table of Contents Index to Consolidated Financial Statements batteries to industry leading manufacturers as well as to certain federal government agencies.
We believe our proprietary technology has the potential for broad application in electric transportation. Our batteries and their performance specifications have been tested and validated for application by various customers, including our longtime partners such as AALTO Airbus, AeroVironment, BAE Systems, Kraus Hamdani Aerospace, Teledyne FLIR and the U.S. Army.
We believe our proprietary technology has the potential for broad application in electric transportation. 47 Table of Contents Index to Consolidated Financial Statements Our batteries and their performance specifications have been tested and validated for application by various customers, including our longtime partners such as AALTO Airbus, AeroVironment, BAE Systems, Kraus Hamdani Aerospace, Teledyne FLIR and the U.S. Army.
As future regulatory changes are uncertain, we are unable to measure the impact of such changes on our business and our results of operations. Global Risks Abrupt political change, terrorist activity, and armed conflict has had an adverse impact on the global economy and financial markets.
As future regulatory changes are uncertain, we are unable to measure the impact of such changes on our business and our results of operations. Global Risks Abrupt political change, terrorist activity, and armed conflict, including the conflicts between Ukraine and Russia and in the Middle East has had an adverse impact on the global economy and financial markets.
We expect our working capital requirements may increase materially in the near future as we scale our business, which could result in additional net losses. During the year ended December 31, 2024, our net loss was $44.7 million.
We have incurred net losses to date. We expect our working capital requirements may increase materially in the near future as we scale our business, which could result in additional net losses. During the year ended December 31, 2025, our net loss was $44.0 million.
Our primary source of cash from financing activities during the year ended December 31, 2024 consisted primarily of the net proceeds from the issuance of common stock under the Sales Agreement and exercise of our public and private warrants.
Our primary sources of cash from financing activities for the year ended December 31, 2025 consisted of the net proceeds from the issuance of common stock under the Sales Agreement and the exercise of stock options, and for the year ended December 31, 2024 consisted of the net proceeds from the issuance of common stock under the Sales Agreement and the exercise of our public and private warrants.
In April 2023, we entered into a lease agreement to lease approximately 774,000 square feet of premises in Brighton, Colorado and announced a plan to build a GWh-scale manufacturing facility in those premises. As of December 31, 2024, we completed our pre-construction planning for this facility.
This expansion is accelerated by our contract with the DIU. In April 2023, we entered into a lease agreement to lease approximately 774,000 square feet of premises in Brighton, Colorado and announced a plan to build a GWh-scale manufacturing facility in those premises. As of December 31, 2025, we completed our pre-construction planning for this facility.
Net cash provided by financing activities increased to $47.2 million during the year ended December 31, 2024 from $19.2 million during the year ended December 31, 2023.
Net cash provided by financing activities increased to $71.0 million during the year ended December 31, 2025 from $47.2 million during the year ended December 31, 2024.
The increase was primarily due to the increase in R&D headcount, which resulted in the increase in personnel-related costs, including stock-based compensation expense, and increase in overhead-related costs, primarily shared-facility costs, equipment and utility costs.
The increase was primarily due to the increase in R&D headcount, which resulted in the 52 Table of Contents Index to Consolidated Financial Statements increase in personnel-related costs, including stock-based compensation expense, and increase in overhead-related costs, primarily shared-facility costs, equipment and utility costs.
Under the At Market Financing, we may receive additional cash from the offering and sale of our shares of our common stock with an aggregate offering price of not more than $100.0 million.
The At Market Financing Sales Agreement provided the ability to receive additional cash from the offering and sale of our shares of our common stock with an aggregate offering price of not more than $100.0 million.
During the year ended December 31, 2024 and from the date of the Sales Agreement through December 31, 2024, we sold shares of our common stock under the Sales Agreement resulting in aggregate net proceeds of approximately $33.4 million and $33.8 million, respectively.
During the year ended December 31, 2025 and from the date of the Sales Agreement through December 31, 2025, we sold shares of our common stock under the Sales Agreement resulting in aggregate net proceeds of approximately $63.7 million and $97.5 million, respectively.
The increase was primarily due to a $17.2 million increase in sales of batteries, including a $14.9 million increase in sales of our SiCore batteries, resulting from an increase in new customers and the overall increase in volume of orders from new and existing customers; and a $0.3 million increase in government grants.
The increase was primarily due to a $49.5 million increase in sales of batteries, including a $48.1 million increase in sales of our SiCore batteries, resulting from an increase in new customers and the overall increase in volume of orders from new and existing customers; and a $0.5 million increase in government grants.
Emerging Growth Company and Smaller Reporting Company Status We are an emerging growth company as defined in the JOBS Act and may take advantage of reduced reporting requirements that are otherwise applicable to public companies.
As of December 31, 2025, we had no purchase commitments with Berzelius. Emerging Growth Company and Smaller Reporting Company Status We are an emerging growth company as defined in the JOBS Act and may take advantage of reduced reporting requirements that are otherwise applicable to public companies.
The increase in revenue was offset by a $2.4 million decrease in customization design service revenue, which is non-recurring revenue. Cost of Revenue Cost of revenue increased by $18.8 million, or 79%, to $42.5 million during the year ended December 31, 2024 from $23.7 million in the prior year.
The increase in revenue was offset by a $1.2 million decrease in customization design service revenue, which is non-recurring revenue. Cost of Revenue Cost of revenue increased by $22.2 million, or 52%, to $64.7 million during the year ended December 31, 2025 from $42.5 million in the prior year.
Research and Development (“R&D”) Expense R&D expense increased by $3.6 million, or 100%, to $7.3 million during the year ended December 31, 2024 from $3.7 million in the prior year.
Research and Development (“R&D”) Expense R&D expense increased by $2.1 million, or 28%, to $9.4 million during the year ended December 31, 2025 from $7.3 million in the prior year.
In January 2024, we announced the full commercial launch of our SiCore batteries and accelerated engagement with our addressable markets. We entered into manufacturing supply agreements with three global contract manufacturing companies, which provided us an opportunity to rapidly scale production and ship a large volume of SiCore batteries to our customers.
We entered into manufacturing supply agreements with three global contract manufacturing companies, which provided us an opportunity to rapidly scale production and ship a large volume of SiCore batteries to our customers.
Selling, General and Administrative (“SG&A”) Expense SG&A expense decreased by $1.7 million, or 8%, to $18.7 million during the year ended December 31, 2024 from $20.4 million in the prior year.
Selling, General and Administrative (“SG&A”) Expense SG&A expense increased by $4.2 million, or 23%, to $23.0 million during the year ended December 31, 2025 from $18.7 million in the prior year.
We assess liquidity in terms of our cash flows from operations and their sufficiency to fund our operating and investing activities.
We assess liquidity in terms of our cash flows from operations and their sufficiency to fund our operating and investing activities. To meet our obligations, we must continually have sufficient liquid assets.
Highly Competitive Market Our competition includes both established manufacturers and new entrants that are developing new battery technologies and chemistries to address the growing market for electrified transportation solutions.
Our contract with the DIU includes provisions for us to research and adapt our supply chain to meet the new requirements. Highly Competitive Market Our competition includes both established manufacturers and new entrants that are developing new battery technologies and chemistries to address the growing market for electrified transportation solutions.
We believe the manufacturers of these batteries will continue to invest funds, time and effort to improve the capabilities of their batteries with the recent developments of silicon anode batteries as a potential alternative to conventional graphite batteries. Currently, we believe that we are the only known manufacturer using a 100% silicon anode that is free of any inactive additives.
We believe the manufacturers of these batteries will continue to invest funds, time and effort to improve the capabilities of their batteries with the recent developments of silicon anode batteries as a potential alternative to conventional graphite batteries.
From the date of the Sales Agreement through December 31, 2024, the cumulative proceeds from the sales of shares of our common stock under the Sales Agreement totaled $33.8 million. As of December 31, 2024, the remaining cash that we could potentially raise under the At Market Financing was approximately $66.2 million.
From the date of the Sales Agreement through December 31, 2025, the cumulative net proceeds from the sales of shares of our common stock under the Sales Agreement totaled $97.5 million. As of December 31, 2025, there is no remaining cash that we could potentially raise under the At Market Financing.
We developed our SiCore batteries through our collaboration with Berzelius. In November 2023, we entered into the Exclusive Supply Agreement with Berzelius, which gives us exclusive rights to purchase its proprietary silicon anode materials in the United States, Canada and Mexico.
In November 2023, we entered into the Exclusive Supply Agreement with Berzelius, which gives us exclusive rights to purchase its proprietary silicon anode materials in the United States, Canada and Mexico. We purchased, and may continue to purchase, SiCore batteries and raw materials for our SiMaxx battery production and R&D activities from Berzelius.
We began limited shipment of SiCore batteries in 2023, which generated a strong demand from our customers. In order to support such demand, we entered into the Exclusive Supply Agreement with Berzelius in November 2023, which gives us exclusive rights to purchase its proprietary silicon anode materials in the United States, Canada and Mexico.
In order to support such demand, we entered into the Exclusive Supply Agreement with Berzelius in November 2023, which gives us exclusive rights to purchase its proprietary silicon anode materials in the United States, Canada and Mexico. In January 2024, we announced the full commercial launch of our SiCore batteries and accelerated engagement with our addressable markets.
Please refer to Notes 1 and 7 to our consolidated financial statements included elsewhere in this Annual Report on 54 Table of Contents Index to Consolidated Financial Statements Form 10-K for additional information about the liquidation and dissolution of Amprius Holdings and the assumption of its outstanding options.
Those shares that were contributed to us were immediately cancelled and returned to our authorized but unissued share capital. Please refer to Notes 1 and 7 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information about the liquidation and dissolution of Amprius Holdings and the assumption of its outstanding options.
The decrease was primarily due to a $5.3 million decrease in non-recurring professional fees and corporate insurance costs, including a decrease in directors’ and officers’ insurance costs, offset by a $3.6 million increase in personnel-related and other administrative costs, including an increase in stock-based compensation expense, due to the hiring of additional SG&A personnel.
The increase was primarily due to increases of $2.0 million in personnel-related costs related to hiring additional personnel and $2.2 million in professional fees and other administrative costs, partially offset by a decrease in corporate insurance costs, including a decrease in directors’ and officers’ insurance costs.
We have been in commercial battery production since 2018 and our disruptive silicon anode technology is intended to enable batteries with higher energy density, higher power density and fast charging capabilities over a wide range of operating temperatures. This results in our batteries providing superior performance compared to conventional graphite lithium-ion batteries.
Overview We develop, manufacture and market lithium-ion batteries for mobility applications, including aviation, ground and marine vehicles. We have been in commercial battery production since 2018 and our disruptive silicon anode technology is intended to enable batteries with higher energy density, higher power density and fast charging capabilities over a wide range of operating temperatures.
Our total customer engagements since inception grew to over 260 with shipments to 235 customers during the year ended December 31, 2024. In addition, from our inception through December 31, 2024, we 47 Table of Contents Index to Consolidated Financial Statements have shipped over 800,000 units of batteries, which have enabled mission critical applications.
Our total customer engagements since inception grew to over 500 with shipments to hundreds of customers during the year ended December 31, 2025. In addition, from our inception through December 31, 2025, we have shipped over 4.2 million units of batteries, which have enabled mission critical applications.
We also receive government grants from time to time, which we present as a component of revenue. We recognize and measure government grants at fair value when there is a reasonable assurance that we will comply with the conditions of the grants and we will receive the grants.
We recognize and measure government grants at fair value when there is a reasonable assurance that we will 50 Table of Contents Index to Consolidated Financial Statements comply with the conditions of the grants and we will receive the grants.
Our proprietary silicon anode structures, battery cell designs and manufacturing processes are protected by our portfolio of patents, trade secrets and know-how developed over 15 years of research and development. We currently offer high performance silicon anode batteries under the following product platforms: (i) SiCore and (ii) SiMaxx. Our SiCore batteries were developed in collaboration with Berzelius.
Our proprietary silicon anode structures, battery cell designs and manufacturing processes are protected by our portfolio of patents, trade secrets and know-how developed over 15 years of research and development. Our SiCore batteries were developed in collaboration with Berzelius. We began limited shipment of SiCore batteries in 2023, which generated a strong demand from our customers.
As described below, we may receive additional cash if we sell shares of our common stock under the At Market Financing and if our stock warrants are exercised for cash.
As described below, we may receive additional cash if our stock warrants are exercised for cash. As of December 31, 2025, we had completed the sale of shares of our common stock available under the Sales Agreement.
In addition, we believe that we are the leading company in the market that has a high-performance battery that can meet the requirements of aviation and LEV applications. We are not currently producing batteries for EVs. The EV battery industry has a limited number of commercially available batteries that meet the minimum performance specifications.
Currently, we believe that we have the only known anode technology using a 100% silicon anode that is free of any inactive additives. In addition, we believe that we are the leading company in the market that has a high-performance battery that can meet the requirements of aviation and LEV applications. We are not currently producing batteries for EVs.
To compete in the EV industry, we expect that we will need to significantly reduce our manufacturing costs, increase form factors and increase production quantity.
We believe that there is significant room for improvement in the EV industry in driving range and fast charging capabilities that our silicon technology may address. To compete in the EV industry, we expect that we will need to significantly reduce our manufacturing costs, increase form factors and increase production quantity.
Our silicon anodes are a direct drop-in replacement of the graphite anode in traditional lithium-ion batteries, and our manufacturing processes leverage the manufacturing processes for conventional lithium-ion batteries and the related supply chain. Currently, our batteries are primarily used for existing and emerging aviation applications, including UAS, such as drones and HAPS.
This results in our batteries providing superior performance compared to conventional graphite lithium-ion batteries. Our silicon anodes are a direct drop-in replacement of the graphite anode in traditional lithium-ion batteries, and our manufacturing processes leverage the manufacturing processes for conventional lithium-ion batteries and the related supply chain.
As of December 31, 2024, we had access, through our manufacturing supply agreements with our global contract manufacturers, to annual production of up to 800 MWh of SiCore batteries in pouch form and up to 1 GWh of SiCore batteries in cylindrical form. Our SiMaxx batteries are currently manufactured at our facility in Fremont, California.
Establishing Manufacturing Capacity As of December 31, 2025, we had access to annual production exceeding 2.0 GWh of SiCore batteries in pouch, cylindrical and prismatic formats through our existing manufacturing supply agreements with our global contract manufacturers, including the Amprius Korea Battery Alliance. During 2025, we manufactured our SiMaxx batteries in our facility in Fremont, California.
Cash Flows The following table summarizes our cash flows from operating, investing and financing activities for the periods presented (in thousands): Year ended December 31, Change 2024 2023 $ Net cash used in operating activities $ (33,352) $ (25,553) $ (7,799) Net cash used in investing activities $ (3,207) $ (17,550) $ 14,343 Net cash provided by financing activities $ 47,153 $ 19,168 $ 27,985 Net Cash Used in Operating Activities Our primary source of cash provided by operations is revenue from the sale of batteries and from non-recurring customization design services.
Cash Flows The following table summarizes our cash flows from operating, investing and financing activities for the periods presented (in thousands): Year ended December 31, Change 2025 2024 $ Net cash used in operating activities $ (31,134) $ (33,352) $ 2,218 Net cash used in investing activities $ (4,400) $ (3,207) $ (1,193) Net cash provided by financing activities $ 71,040 $ 47,153 $ 23,887 Net Cash Used in Operating Activities Our primary source of cash provided by operations is revenue from the sale of batteries and proceeds from a government grant.
To meet our obligations, we must continually have sufficient liquid assets. 52 Table of Contents Index to Consolidated Financial Statements During the years ended December 31, 2024 and 2023, we have financed our operations primarily though revenue generated from operations and proceeds from the issuance of shares of our common stock.
During the years ended December 31, 2025 and 2024, we have not incurred debt and have financed our operations primarily though revenue generated from operations and proceeds from the issuance of shares of our common stock.
Our ability to become profitable is dependent upon future events, including obtaining adequate financing to fund our business plan, optimizing our manufacturing capacity, obtaining adequate supplier relationships, building our customer base, successfully executing our business and marketing strategy and hiring appropriate personnel. We have incurred net losses to date.
We believe that the likelihood that warrant holders will exercise the warrants and any cash proceeds that we would receive is dependent upon market conditions. 53 Table of Contents Index to Consolidated Financial Statements Our ability to become profitable is dependent upon future events, including obtaining adequate financing to fund our business plan, optimizing our manufacturing capacity, obtaining adequate supplier relationships, building our customer base, successfully executing our business and marketing strategy and hiring appropriate personnel.
Net cash used in investing activities decreased to $3.2 million during the year ended December 31, 2024 from $17.6 million during the year ended December 31, 2023 primarily due the timing of the construction of leasehold improvements in our manufacturing facilities and the timing of purchases of other production equipment in connection with our planned expansion as well as a $4.2 million refund that we received during the fourth fiscal quarter of 2024 pertaining to a cash deposit that we made to a vendor in 2023 related to plans to expand our manufacturing capacity.
Net cash used in investing activities increased to $4.4 million during the year ended December 31, 2025 from $3.2 million during the year ended December 31, 2024 primarily due the timing of equipment purchases and the construction of leasehold improvements in our manufacturing facility at Fremont in connection with our planned expansion.
We cannot guarantee the extent to which we may be able to raise funds through the At Market Financing. We may also receive additional cash from our outstanding stock warrants if those stock warrants are exercised for cash.
We may also receive additional cash from our outstanding stock warrants if those stock warrants are exercised for cash.
Other Transactions Our CEO serves as a member of the board of directors of Berzelius and its holding company. As of December 31, 2024 and 2023, our CEO and our company had no direct or indirect controlling interest in Berzelius and its affiliates and, similarly, Berzelius and its affiliates had no direct or indirect controlling interest in our company.
Other Transactions Kang Sun, our then CEO at December 31, 2025, and our current director, serves as a member of the board of directors of Berzelius and its holding company. As of December 31, 2025 and 2024, Dr.
Please refer to Note 9 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information about our leases. To the extent that our resources are insufficient to satisfy our cash requirements, we may need to seek additional equity or debt financing.
To the extent that our resources are insufficient to satisfy our cash requirements, we may need to seek additional equity or debt financing.
This creates a fast-growing and highly competitive industry for many battery manufacturers to claim market share for commercially acceptable batteries. We believe that there is significant room for improvement in the EV industry in driving range and fast charging capabilities that our silicon technology may address.
The EV battery industry has a limited number of commercially available batteries that meet the minimum performance specifications. This creates a fast-growing and highly competitive industry for many battery manufacturers to claim market share for commercially acceptable batteries.
Establishing Manufacturing Capacity Although, as of December 31, 2024, we had access to annual production of up to 800 MWh of SiCore batteries in pouch form and up to 1 GWh of SiCore batteries in cylindrical form through our existing manufacturing supply agreements with our global contract manufacturers, we believe that expanding our existing manufacturing facility would help us meet the growing demand of our customers.
As of December 31, 2025, we had access, through our manufacturing supply agreements with our global contract manufacturers including the Amprius Korea Battery Alliance, to annual production exceeding 2.0 GWh of SiCore batteries in pouch, cylindrical and prismatic formats. These agreements provide us an opportunity to scale production and ship a large volume of SiCore batteries to our customers.
Other Income, Net Other income, net decreased by $0.3 million, or 18%, to $1.6 million during the year ended December 31, 2024 from $1.9 million in the prior year. The net decrease was primarily due to a decrease in interest income, offset by a $0.6 million non-recurring loss on write-off of deferred stock issuance costs in the prior year.
Other Income, Net Other income, net increased by $1.0 million, or 65%, to $2.6 million during the year ended December 31, 2025 from $1.6 million in the prior year.
Net cash used in operating activities increased to $33.4 million during the year ended December 31, 2024 from $25.6 million during the year ended December 31, 2023 primarily due to the increase in the volume of purchases for resale of finished SiCore batteries and personnel-related costs as we hired additional employees.
Net cash used in operating activities decreased, to $31.1 million during the year ended December 31, 2025 from $33.4 million during the year ended December 31, 2024 primarily due to activity related to our 202% increase in revenue. 54 Table of Contents Index to Consolidated Financial Statements Net Cash Used in Investing Activities Our primary use of cash in investing activities is for purchases of property, plant and equipment.
As of December 31, 2024, we had access, through our manufacturing supply agreements with our global contract manufacturers, to annual production of up to 800 MWh of 48 Table of Contents Index to Consolidated Financial Statements SiCore batteries in pouch form and up to 1 GWh of SiCore batteries in cylindrical form.
As of December 31, 2025, we had access, through our manufacturing supply agreements with our global contract manufacturers, including the addition of a consortium of South Korean companies that contribute capabilities across the lithium-ion battery value chain (the “Amprius Korea Battery Alliance”), to annual production exceeding 2.0 GWh of SiCore batteries in pouch, cylindrical and prismatic formats.
As of December 31, 2024, the total future minimum lease payable, net of tenant improvement allowance, over the remaining weighted-average lease term of 13.5 years was approximately $70.0 million. Approximately $3.5 million of which is payable over the next twelve months.
As of December 31, 2025, our contractual obligations consisted primarily of our noncancellable operating lease agreements for our corporate headquarters and manufacturing facilities in Fremont, California and in Brighton, Colorado. As of December 31, 2025, the total future minimum lease payable, net of tenant improvement allowance, over the remaining weighted-average lease term of 12.6 years was approximately $68.9 million.
We also expect that our capital expenditure requirements may increase materially as we continue to expand our kWh-scale manufacturing facility in Fremont, California into a MWh-scale manufacturing facility and as we plan to build a GWh-scale manufacturing facility in Brighton, Colorado.
We also expect that our capital expenditure requirements may increase materially as we build out our 10 MWh manufacturing pilot line in Fremont, California, though this expansion is partially funded through our $14.8 million contract with the DIU. In April 2023, we entered into a lease agreement to lease approximately 774,000 square feet of premises in Brighton, Colorado.
Loss on Retirement of Property, Plant and Equipment Loss on retirement of property, plant during the year ended December 31, 2024 pertained to the retirement of certain equipment that management decided not to use for our operations. In addition, such equipment had no alternative use. Other Income, Net Other income, net consists mainly of interest income.
Impairment and other During the year ended December 31, 2025, these charges related to the impairment of the right-of-use asset for the lease of the Brighton, Colorado facility and related construction-in-progress for drawings and plans at that facility as well as the retirement of certain equipment in our Fremont, California facility that management decided to no longer use in our operations.
Loss on Retirement of Property, Plant and Equipment The $1.9 million loss on retirement of property, plant and equipment during the year ended December 31, 2024 pertained to the retirement of certain equipment that management decided not to use for our operations. In addition, such equipment had no alternative use.
During the year ended December 31, 2024, we recognized a $1.9 million similar loss associated with the retirement of certain production equipment at our Fremont facility due to a change in our operating plans.
Removed
Overview We develop, manufacture and market lithium-ion batteries for mobility applications, including the aviation, electric vehicle (“EV”) and light electric vehicle (“LEV”) industries.
Added
Currently, our batteries are primarily used for existing and emerging aviation applications, including UAS, such as drones and HAPS.
Removed
We believe that the demand for our SiMaxx batteries exceeds our existing kWh-scale manufacturing capacity and, in order to support such demand, we are expanding this facility into a MWh-scale manufacturing facility. The completion of the expansion has been delayed through the first quarter of 2025 due to a delay in our customers’ order commitments.
Added
During 2025, we manufactured our SiMaxx batteries in our facility in Fremont, California. To support increased demand for our SiCore batteries, as of December 2025 and going forward into 2026, we are expanding this facility to increase the capacity of our pilot line to 10 MWh and expand our capabilities to support quick turn SiCore customer prototypes.
Removed
We believe that this facility will be able to manufacture batteries up to 2 MWh capacity annually when our expansion is completed, which is approximately 10 times our existing production capacity.
Added
However due to larger industry dynamics, particularly our ability to access global contract manufacturing to rapidly service the demand from our customers, we recorded a $19.1 million impairment charge to the associated right-of-use asset and construction-in-progress to reflect our intention to terminate the lease of the Brighton facility.
Removed
However, the scope and schedule of the construction of this facility will be determined based on, among other factors, the availability and timing of funding. In addition, we are currently monitoring the larger industry dynamics.
Added
On January 30, 2026, we entered into an agreement with the lessor to terminate this lease in exchange for a one-time payment of $20.0 million. The termination of the lease will be reflected in our financial results in our fiscal first quarter of 2026. We believe that our contract manufacturing strategy enables rapid capacity expansion with minimal capital investment.
Removed
Changes in demand, supply, battery cost structure, government incentives, trade tariffs, and other considerations may also influence our decision, including whether to proceed with the construction at all.
Added
On December 4, 2025, we completed the sale of shares of our common stock available under the Sales Agreement.
Removed
In 2024, we entered into manufacturing supply agreements with three global contract manufacturing companies.
Added
To support increased demand of our SiCore batteries, as of December 2025 and going forward into 2026, we are expanding this facility to increase the capacity of our pilot line to 10 MWh and expand our capabilities to support quick turn SiCore customer prototypes. This expansion is accelerated by our contract with the DIU.
Removed
In order to meet the increased demand for our batteries, we are expanding our existing manufacturing capacity in Fremont, California. The completion of the expansion has been delayed through the first quarter of 2025 due to a delay in our customers’ order commitments.
Added
In April 2023, we entered into a lease agreement to lease approximately 774,000 square feet of premises in Brighton, Colorado.
Removed
We believe that this facility will be able to manufacture batteries up to 2 MWh capacity annually when our expansion is completed, which is approximately 10 times our existing production capacity. We have also announced a plan to build a GWh-scale manufacturing facility in our leased premises in Brighton, Colorado.
Added
As of December 31, 2025, due to larger industry dynamics, particularly our ability to access global contract manufacturing to rapidly service the demand from our customers, we recorded $19.1 million in impairment charges to the associated right-of-use asset and construction-in-progress to reflect our intention to terminate the lease of the Brighton facility.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeItem 7A. Quantitative and Qualitative Disclosures About Market Risk As a “smaller reporting company,” as defined by Item 10 of Regulation S-K, we are not required to provide information under Item 7A. 56 Table of Contents Index to Consolidated Financial Statements
Biggest changeItem 7A. Quantitative and Qualitative Disclosures About Market Risk As a “smaller reporting company,” as defined by Item 10 of Regulation S-K, we are not required to provide information under Item 7A. 57 Table of Contents Index to Consolidated Financial Statements

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