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Item 1. Business

2024-03-28 compared with 2023-03-30 · 193 added, 135 removed, 219 unchanged (60% of the section changed)

Amprius has developed and, since 2018, been in commercial production of an ultra-high energy density lithium-ion battery for mobility applications leveraging disruptive silicon anodes.

We have developed and, since 2018, been in commercial production of ultra-high energy density lithium-ion batteries for mobility applications leveraging a disruptive silicon anode.

Our silicon anode technology enables batteries with higher energy density, higher power density, and extreme fast charging capabilities over a wide range of operating temperatures, which 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 process leverages the manufacturing process for conventional lithium-ion batteries and the related supply chain.

Today, 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”).

Our silicon anode is a direct drop-in replacement of the graphite anode in traditional lithium-ion batteries, and our manufacturing process leverages the manufacturing process for conventional lithium-ion batteries and the related supply chain .

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.

Our batteries and their performance specifications have been tested and validated for application by over 40 customers, including Airbus, AeroVironment, BAE Systems, the U.S.

Army and Teledyne FLIR, and we have shipped over 10,000 batteries to date, which have enabled mission critical applications.

Our batteries and their performance specifications have been tested and validated for application by over 100 customers, including AALTO Airbus, AeroVironment, BAE Systems, the U.S.

Army and Teledyne FLIR, and from inception through December 31, 2023, we have shipped approximately 50,000 batteries, which have enabled mission critical applications.

Our proprietary silicon anode structures, battery cell designs and manufacturing processes are defended by our portfolio of patents, trade secrets and know-how developed over 10 years of research and development.

We currently manufacture batteries on a kWh-scale manufacturing line at our headquarters in Fremont, California, where we believe demand for our batteries exceeds our manufacturing capacity.

We are working to meet the expected demand in several rapidly growing addressable markets, including by designing and building a large-scale manufacturing facility that can produce batteries at GWh+ scale.

We currently offer high performance silicon anode batteries under the following product platforms:

• SiMaxx – a recently announced brand name for our original silicon nanowire platform

• SiCore – a recently announced new product representing an expansion of our product portfolio

Our SiMaxx batteries are currently manufactured at our headquarters in Fremont, California, where we believe demand for our SiMaxx batteries exceeds our manufacturing capacity.

By the end of 2023, we had made significant progress in expanding our current kWh-scale manufacturing line into a MWh-scale manufacturing facility.

Once our expansion is in full operation, which we expect to achieve exiting 2024, we anticipate that we will manufacture SiMaxx batteries up to 2 MWh capacity, which is about 10 times our production capacity in 2023.

Our SiCore batteries are developed in collaboration with Berzelius (Nanjing) Co.

(“Berzelius”), a former subsidiary of Amprius, Inc.

(“Amprius Holdings”), our former parent company and current majority stockholder.

Currently, we have access through Berzelius to MWh-scale quantities of SiCore batteries that are commercially available in a wide range of form factors encompassing pouch, large form factor (up to 100 Ah) and cylindrical cells.

We are also working to meet the expected demand in several rapidly growing addressable markets by designing and building out our newly leased large-scale facility in Brighton, Colorado that can manufacture at a GWh+ scale through an automated, high-volume manufacturing line.

Our principal executive offices are located at 1180 Page Avenue, Fremont, California 94538, and our telephone number is (800) 425-8803.

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These reports and other information are also available, free of charge, at www.sec.gov .

Information contained on, or that can be accessed through, the websites referenced in this Annual Report on Form 10-K are not a part of, and are not incorporated into, this Annual Report on Form 10-K.

Information contained on, or that can be accessed through, the websites referenced in this Annual Report on Form 10-K are not a part of, and are not incorporated by reference into, this Annual Report on Form 10-K.

Corporate Background and Liquidity

On September 14, 2022 (the “Closing Date”), Amprius completed a business combination pursuant to the Business Combination Agreement, dated May 11, 2022 (the “Business Combination Agreement”), by and among Amprius, Kensington Capital Merger Sub Corp., a wholly owned subsidiary of Amprius (“Merger Sub”), and Amprius Technologies Operating, Inc.

(formerly known as Amprius Technologies, Inc., a Delaware corporation incorporated in March 2015) (“Legacy Amprius”).

Pursuant to the terms of the Business Combination Agreement, Amprius changed its jurisdiction of incorporation by domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), upon which Amprius changed its name to “Amprius Technologies, Inc.,” and a business combination between Amprius and Legacy Amprius was effected through the merger of Merger Sub with and into Legacy Amprius, with Legacy Amprius surviving as a wholly owned subsidiary of Amprius (together with the Domestication and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”).

On September 14, 2022 (the “Closing Date”), we completed a business combination pursuant to the Business Combination Agreement, dated May 11, 2022 (the “Business Combination Agreement”), by and among the Company, Amprius Technologies Operating, Inc.

(formerly known as Amprius Technologies, Inc.

or “Legacy Amprius”), Kensington Capital Acquisition Corp.

IV, and Kensington Capital Merger Sub Corp.

(“Merger Sub”).

Pursuant to the terms of the Business Combination Agreement, Kensington Capital Acquisition Corp.

IV changed its jurisdiction of incorporation by domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), upon which it changed its name to “Amprius Technologies, Inc.,” and a business combination between Kensington Capital Acquisition Corp.

IV and Legacy Amprius was effected through the merger of Merger Sub with and into Legacy Amprius, with Legacy

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Amprius surviving as a wholly owned subsidiary of the Company (together with the Domestication and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”).

Immediately prior to the closing of the Business Combination, a number of private investors purchased from us an aggregate of 2,052,000 units at a price of $10.00 per share (such transaction, the “PIPE”), pursuant to separate subscription agreements.

Each PIPE unit consisted of (i) one share of common stock and (ii) one warrant (each, a “PIPE warrant”) to purchase one share of common stock at an exercise price of $12.50 per share.

Unless the context otherwise provides, “Amprius,” the “Company,” “we,” “us,” or “our” refer (i) prior to the Closing Date, to Legacy Amprius and (ii) after the Closing Date, to Amprius Technologies, Inc.

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IV is referred to herein as “Kensington.”

Prior to the Business Combination, we financed our operations primarily through capital contributions from Amprius, Inc.

("Amprius Holdings"), our former parent company and current majority stockholder, and revenue generated from operations.

We expect to rely on cash on hand, which was $69.7 million as of December 31, 2022 , as well as any

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proceeds from the Committed Equity Financing (as defined below) and government grants to meet our working capital and capital expenditure requirements for a period of at least twelve months.

Prior to the Business Combination, we financed our operations primarily through capital contributions from Amprius Holdings and revenue generated from operations.

We expect to rely on our cash on hand, which was $45.8 million as of December 31, 2023 , our cash flows from operations and any proceeds from the At Market Issuance Sales Agreement (the “Sales Agreement”) that we entered into with B.

Riley Securities, Inc.

(an affiliate of BRPC II), Cantor Fitzgerald & Co.

Wainwright & Co., LLC, as sales agents (collectively, the “Sales Agents” ) to meet our working capital and capital expenditure requirements for a period of at least twelve months from the date our consolidated financial statements included in this Annual Report on Form 10-K are issued.

However, to the extent that our resources are insufficient to satisfy our cash requirements, we may need to seek additional equity or debt financing.

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Further, the likelihood that our warrant holders will exercise warrants and any cash proceeds that we would receive is dependent upon the market price of our common stock.

To the extent we are unable to raise additional capital and we are unable to install the larger scale manufacturing process, discussed below, our ability to grow will be adversely affected.

For more information, see "Risk Factors—Risks Related to Our Technology, Products and Manufacturing" and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" below .

To the extent we are unable to raise additional capital and we are unable to install the large-scale manufacturing process, discussed below, our ability to grow will be adversely affected.

For more information, see “ Risk Factors ” and “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” below .

Industry Background

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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.

Among the mobility mediums experiencing a shift to electrification due to these trends are aircraft such as UAS, which includes drones and HAPS, and electric vertical take-off and landing ("eVTOL") planes, as well as ground-based electric vehicles ("EVs").

Among the mobility mediums experiencing a shift to electrification due to these trends are aircraft such as UAS, which includes drones and HAPS, and electric vertical take-off and landing (“eVTOL”) vehicles, as well as ground-based electric vehicles (“EVs”).

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.

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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.

Based on an Insider Intelligence article from April 2022, a Stratistics report from March 2022 and management estimates, the total addressable market for UAS batteries is expected to reach approximately $38.2 billion by 2025.

Drones are the most common type of UAS that are increasingly being utilized in various industries, including military and defense, agricultural, construction and logistics.

Based on the December 2023 Fortune Business Insights article and management estimates, the total addressable market for UAS batteries is expected to reach approximately $27.0 billion by 2030 .

Drones are the most common type of UAS and are increasingly being utilized in various industries, including military and defense, agricultural, construction and logistics.

One of the key barriers to wider adoption is the existing battery technology, which limits the flight range and payload capacity.

Our batteries offer higher energy density, which enables longer range endurance, and, depending on customer specifications, lighter weight, which facilitates higher payload capacity.

Amprius offers advanced battery technology suitable for application in drones, which is currently in use by the U.S.

Army, AeroVironment and Teledyne FLIR.

High Altitude Pseudo Satellites:

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HAPS generally use solar energy and battery storage as the power source to operate for long durations of time.

As a result, lightweight, higher energy density batteries with the ability to operate in extreme temperature and pressure conditions are critical enablers.

Amprius offers advanced battery technology suitable for application in HAPS, which is currently in use by prominent aerospace companies, like Airbus.

As a result, lightweight, higher energy density batteries with the ability to operate in extreme temperature

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and pressure conditions are critical enablers.

Amprius offers advanced battery technology suitable for application in HAPS, which is currently in use by prominent aerospace companies, like AALTO Airbus and BAE Systems.

Electric Air Transportation:

Population growth and urbanization are key megatrends that are stretching ground transportation infrastructure to its limits and resulting in significant greenhouse gas emissions.

A potential mitigation strategy is expanding travel into the air, which is offered by eVTOL vehicles, a passenger aircraft that uses electric power to hover, takeoff, and land vertically.

A potential mitigation strategy is expanding travel into the air utilizing eVTOL vehicles, which include passenger aircraft that use electric power to hover, takeoff, and land vertically.

Historically, the electrification of passenger and cargo aircraft has lagged the adoption of electric automobiles in part because of the greater technical challenges.

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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.

Based on Morgan Stanley’s May 2021 report and management estimates, the total global addressable electric air mobility battery market is forecasted to reach approximately $11.1 billion by 2025.

Based on a June 2023 Markets and Markets report and management estimates, the total global addressable electric air mobility battery market is forecasted to reach approximately $6.0 billion by 2030 .

The electrification of ground transportation is being accelerated by regulatory pressure to meet sustainability benchmarks and growing consumer preference.

Some of the largest global automotive OEMs expect to be 100% EV by

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Market and Market’s February 2021 report estimates that the global electric vehicle battery market is expected to reach $67.2 billion by 2025.

McKinsey & Company estimated in October 2021 that EV battery requirements will be 3,900 GWh in 2030, of which 2,400 GWh will be needed for passenger cars alone.

Some of the largest global automotive original equipment manufacturers (“OEMs”) expect to be 100% EV by 2035.

Based on a January 2024 Markets and Markets report and managements estimates, the global EV battery market is expected to reach $509.0 billion by 2033 .

McKinsey & Company estimated, in its January 2023 article, that EV battery requirements will be approximately 4,300 GWh in 2030.

While multiple battery chemistries exist today that meet current EV specifications, there is room for significant improvement.

According to a recent Deloitte survey, two of the key consumer concerns with EV adoption are driving range and lack of charging infrastructure.

According to a Deloitte survey, two of the key consumer concerns with EV adoption are driving range and lack of charging infrastructure.

Our batteries, which have been tested and validated by the U.S.

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Battery Cells (1)

Anode Capacity (mAh/g) (1)(2)

335-355 1,500-2,500

Specific Energy (Wh/kg) ~215-285 320-500 (3)

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(1) Other than cycle life, based on a survey of 18,650 technical datasheets (ex.

Panasonic NCR18650G) and iFixit reports on iPhone and Samsung batteries.

Panasonic NCR18650G), Sony VTC6 technical datasheet, iFixit reports on iPhone and Samsung batteries, and Y.

Li-ion Battery Reliability – A Case Study of the Apple iPhone.

For cycle life, based on Shmuel De-Leon:

Li-Ion NCA/NMC Cylindrical Hard Case Cells Market 2021.

(2) Anode capacity for Graphite Anode Battery (full cells) uses typical N/P ratio of 1.05 – 1.10.

(3) Includes released Amprius products with energy and power cell designs.

(4) Based on Amprius’ High Power battery cells.

(2) Includes both released and unreleased SiMaxx cells with energy and power cell designs.

(3) 500 Wh/kg, 1,300 Wh/L batteries are expected to be available for commercial delivery in 2024.

450 Wh/kg, 1,150 Wh/L batteries have been commercially available since 2022.

(4) Based on SiMaxx High Power cells.

Unique suitability for aviation markets that require high power, specific energy and energy density.

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and cycle life parity with graphite batteries, depending on customer specifications.

In March 2023, our new prototype battery cells were verified to deliver energy density >504 WH/kg and >1321 WH/L at 25°C.

In March 2023, our SiMaxx prototype battery cells were verified to deliver energy density >504 Wh/kg and >1,321 Wh/L at 25°C.

The performance was verified by a leading testing house offering comprehensive battery regulatory compliance, safety and performance testing.

In August 2023, we unveiled a breakthrough battery cell chemistry and design that enables 400 Wh/kg energy density with 10C continuous discharge capability.

The energy and power delivered by our new ultra-high-power-high-energy lithium-ion battery make it an ideal solution for electric mobility applications.

We made this battery available for customer evaluations in late 2023 and plan to have commercially available cells in 2024.

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.

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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.

Over 40 of our customers have tested and confirmed that our batteries exceed the technical requirements for their applications, and we believe our market leadership in aviation will enable us to continue to grow our customer base.

Over 100 customers have tested and validated our batteries for their applications, and we believe our market leadership in aviation will enable us to continue to grow our customer base.

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Proven performance in demanding and abuse-tested environments.

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The test is used to determine the feasibility of a specific product in combat scenarios.

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tested in accordance with 4.7.4.4.

shall not burn or explode, and the external temperature of each test sample shall not be greater than 338 degrees Fahrenheit (170 degrees Celsius) when penetrated by sharp objects.

Cells tested in accordance with section 4.7.4.4.

should not burn or explode, and the external temperature of each test sample should not be greater than 338 degrees Fahrenheit (170 degrees Celsius) when penetrated by sharp objects.

When conducting the test, a 0.113-inch diameter stainless steel nail is driven through a fully charged cell at a prescribed speed.

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Our Products and Customers

As evidenced by customer validation, design wins and recurring orders with Airbus, AeroVironment, Teledyne FLIR, among others, our battery technology is well positioned to address the rapidly growing markets within the aviation industry, specifically UAS and eVTOL.

As evidenced by customer validation, design wins and recurring orders with AALTO Airbus, AeroVironment, BAE Systems, the Korean Aerospace Research Institute, Kraus Hamdani Aerospace, and Teledyne FLIR, among others, our battery technology is well positioned to address the rapidly growing markets within the aviation industry, specifically UAS and eVTOL.

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.

We believe that our silicon anode technology can be part of the solution, as we currently offer three product platforms:

We believe that our silicon anode technology can be part of the solution.

We currently offer high performance batteries under the following product platforms:

SiMaxx and SiCore.

We are also currently developing EV-capable products.

SiMaxx Product Platform

Our SiMaxx battery cells are categorized based on the following performance factors:

High Energy, High Power and Balanced Energy/Power.

High Energy Products .

Our High Energy products are designed to maximize specific energy for applications that do not have high power requirements.

For applications that have a continuous discharge rate of less than C/2, our High Energy battery cells deliver a specific energy of over 425 Wh/kg, and at C/10, up to 450 Wh/kg.

This product has been most frequently used by HAPS, which are frequently 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.

For example, our battery is the energy storage technology aboard the Zephyr S, a HAPS by Airbus.

The Zephyr S is a stratospheric vehicle that is designed to fly for months at a time, at an altitude of approximately 70,000 feet.

In 2018, after integrating our battery cells into the Zephyr S, Airbus set an endurance and altitude record by flying continuously for over 25 days.

High Energy .

Our SiMaxx high energy battery cells are designed to maximize specific energy for applications with low power requirements.

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.

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.

We continue to make improvements on our SiMaxx high energy battery cells.

In November 2023, we developed and delivered three additional formats of 450 Wh/kg cells.

These custom cells were made in collaboration with our strategic customers to address their unique HAPS qualification requirements and to assist in operating in highly challenging environments.

With greater energy density and longer cycle life than our previous high-energy batteries, we believe that our 450 Wh/kg cells are the only commercially available batteries of their kind known to us that can provide enough power and endurance for HAPS’ overnight stratospheric flight.

Our SiMaxx 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.

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 Products .

Our High Power products are designed for applications that place a premium on high power capabilities.

For conventional high power lithium-ion batteries, specific energy typically ranges between 100-200 Wh/kg at 1C.

In comparison, our High Power battery cells offer 350 Wh/kg at 1C and over 300 Wh/kg at 5C.

In addition, these High Power cells are capable of fast charging such that they can charge from 0% to 80% in less than 6 minutes without performance degradation to cycle life or energy density.

This level of power capability, energy density, and fast charge capability is optimal for the air transportation industry.

The air transportation industry consists of either fixed-wing or eVTOL solutions, both of which require high power capabilities to lift the craft from the ground into the air.

After the craft has reached “cruising altitude,” the requirements shift from power to energy, which determines the range the aircraft can travel.

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 High Power products with fast charge capabilities.

In 2020, we began design and verification discussions with potential eVTOL customers.

In 2021, we began a technical evaluation engagement with a tier-one eVTOL provider to develop an eVTOL-optimized battery system to support the development and commercialization of their eVTOL fleet.

In 2022, we expanded our technical engagements with four additional eVTOL OEMs.

Balanced Energy/Power Products .

Our Balanced Energy/Power products are designed for applications that desire a balance between power and energy.

Rated for up to 3C continuous discharge, our balanced cell gravimetric energy ranges between 410 Wh/kg at 0.2C discharge rate and 320 Wh/kg at 3C discharge rate.

This range of power capability is important to our UAS customers and our products typically meet UAS devices high initial power requirements (between 1-3C for takeoff and landing), as well as operational requirements at C/2 for cruise or hover states.

Since 2021, our Balanced Energy/Power products have been designed into programs at AeroVironment and Teledyne FLIR, with commercial shipments beginning in 2022.

EV-Capable Products in Development .

We are currently developing an EV capable cell.

Competition in the EV industry is intense, with high production volume requirements, low pricing, and balanced performance criteria, creating a

Our SiMaxx high power battery cells are designed for applications that place a premium on power.

These high power battery cells offer 400 Wh/kg and 1,020 Wh/L energy density with up to 10C continuous discharge capability.

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

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high barrier to entry against the incumbent solutions.

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.

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.

In 2020, we began design and verification discussions with potential eVTOL customers.

Then in 2021, we began a technical evaluation engagement with a tier-one eVTOL provider to develop an eVTOL-optimized battery system to support the development and commercialization of their eVTOL fleet.

In 2022 and 2023, we further expanded our technical engagements with eight additional eVTOL OEMs.

Balanced Energy/Power .

We designed our SiMaxx balanced energy/power battery cells for applications that require a balance between power and energy.

These balanced energy/power battery cells offer energy density as high as 450 Wh/kg or 1,150 Wh/L at up to 4C discharge rate.

This range of power capability is important to customers in the UAS sector.

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 beginning in 2022.

SiCore Product Platform

Our SiCore battery cells 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.

This new silicon anode cell chemistry is designed to offer high energy density, up to 400 Wh/kg, and long cycle life, as long as 1,200 cycles at full depth of discharge.

Developed in collaboration with Berzelius, our SiCore battery cell chemistry may be combined with other materials, such as binders and conductive agents, including graphite, to meet performance specifications.

Based on our market exploration, we view SiCore as an opportunity to supply our customers with a complementary product line of silicon anode batteries as we scale manufacturing for SiMaxx batteries.

Our SiCore batteries have been validated across various applications in the electric mobility market.

Initial samples of our SiCore batteries have garnered positive feedback from customers with demanding performance requirements.

In order to support our customers’ roadmaps and supply forecasts, we entered into an exclusive supply agreement with Berzelius (the “Exclusive Supply Agreement”), which gives us exclusive rights to purchase its proprietary silicon anode materials in the United States, Canada and Mexico and allows us to leverage its existing production line and manufacturing partners to produce SiCore batteries.

The Exclusive Supply Agreement, which will remain in effect until mutually terminated, does not require any purchase commitment.

Currently, MWh-scale quantities of SiCore batteries are commercially available in a wide range of form factors encompassing pouch, large form factor (up to 100 Ah) and cylindrical cells.

We plan to on-shore production of SiCore batteries at our GWh-scale manufacturing facility in Brighton, Colorado.

EV-capable Products

We are also currently developing an EV-capable cell.

Competition in the EV industry is intense, with high production volume requirements, low pricing, and balanced performance criteria, creating a high barrier to entry against the incumbent solutions.

Prior to us being able to effectively compete in the EV space, we will need to further improve cycle life, increase cell form factors, increase production quantity and reduce our costs.

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Our Technology

Our proprietary silicon anode technologies solve for the inherent limitations of silicon anodes in lithium-ion cells.

Silicon has historically been investigated as an anode material due to its intrinsic capability to store larger quantities of lithium per unit mass and volume compared to graphite.

Our proprietary SiMaxx silicon anode technologies solve for the inherent limitations of silicon anodes in lithium-ion cells.

Silicon has historically been investigated as an anode material due to its intrinsic capability to store larger quantities

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of lithium per unit mass and volume compared to graphite.

The main barrier preventing silicon from becoming more widely adopted across the battery industry is that the silicon material expands during charging as it absorbs lithium ions.

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After multiple charge and discharge cycles, silicon particles will crack, causing anode degradation and device breakdown.

Our proprietary silicon anode technology solves for the material expansion inherent with silicon.

Our proprietary SiMaxx silicon anode technology solves for the material expansion inherent with silicon.

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 silicon anode generally contains more than 1,000,000 nanowires per square centimeter.

Our SiMaxx silicon anode generally contains more than 1,000,000 nanowires per square centimeter.

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.

Our anode structure also enables ions and electrons to travel in a straight path between and through the nanowires.

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.

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Nanowires are always in electrical contact with the metal foil due to their growth rooted fabrication, while particles have to rely on particle-to-particle contact for electron transfer, which can easily be broken during cycling.

Our silicon anodes are considered 100% silicon based on the actual percentage of silicon of 99.5% to 99.9% which is within the range of acceptable purity levels that are considered 100%.

Our SiMaxx silicon anodes are considered 100% silicon based on the actual percentage of silicon of 99.5% to 99.9% which is within the range of acceptable purity levels that are considered 100%.

Our SiCore batteries are based on an innovative, proprietary silicon anode material system delivering batteries with high-energy-density and long cycle life.

Developed in collaboration with Berzelius, the anode in our SiCore batteries have a unique bottom-up structure with an elastic ultra-fine silicon nanostructure interior and multilayer surface protection.

This silicon anode technology may also be combined with other active materials, such as binders and conductive agents, including graphite.

Manufacturing and Supply

We invented the proprietary silicon anode and its fabrication process.

We invented the proprietary silicon anode and its fabrication process for our SiMaxx batteries.

Our silicon anode is fabricated using chemical vapor deposition (“CVD”) technology, and consists of three sequential steps.

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This anode can then be assembled in cells with cathodes produced by manufacturing lines similar to those used in graphite anode cells.

This fabrication process has been in commercial operation since 2018 with a kWh-scale manufacturing line at our headquarters in Fremont, California.

To develop the high volume anode fabrication tool needed for a GWh-scale manufacturing line, we have partnered with centrotherm international AG ("centrotherm"), a leading global supplier of tools used to produce wafers for solar cells.

In October 2022, we received the first large-scale anode production machine, which is expected to increase our capacity for silicon anode production at our Fremont headquarters to approximately 2 MWh by the end of 2023.

We have successfully fabricated silicon anodes with a solar wafer production tool made by centrotherm, but we will need to make certain modifications to the equipment for our needs.

One modification is that we will replace wafers with large format foils, which we use in our kWh-scale production.

This requires design and development of automated material handling for the

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This is one of the principal engineering tasks in adapting the solar cell production equipment to our needs and will be undertaken in collaboration with an engineering design firm.

This fabrication process has been in commercial operation since 2018 at our current kWh-scale manufacturing line at our headquarters in Fremont, California.

To develop the high-volume anode fabrication tool needed for a GWh-scale manufacturing line, we have partnered with centrotherm international AG (“centrotherm”), a leading global supplier of tools used to produce solar cells.

We received large-scale anode production equipment from centrotherm as part of our ongoing expansion of our manufacturing line at our Fremont headquarters into a MWh-scale facility.

The equipment supplied by centrotherm required certain modifications for our needs, which included designing and developing automated material handling for the foils and processes for silicon deposition.

These hardware design modifications are in progress and we expect to have the increased manufacturing capacity online exiting 2024.

Completing design and development of the tool as well as the automated material handling and high-volume production processes requires significant engineering.

The ability to do so successfully and the timing of this effort may be subject to unforeseen complexities, component supply delays and other risks.

The ability to do so successfully and the timing of this effort may be subje ct to unforeseen complexities, component supply delays and other risks.

Moreover, our manufacturing costs will depend not only on the cost of the tools but also on throughput, yield, efficiency of silane gas utilization and other factors.

For more information, see Item 1A.

Risk Factors including the risks described under “ Risk Factors—Risks Related to Our Technology, Products and Manufacturing ."

Although our anode processes differ from traditional anode manufacturing, the cathode and the rest of the cell—including electrolytes and separators—use conventional lithium-ion battery manufacturing tools and materials.

For more information, see the section titled “Risk Factors” be low.

Although our anode manufacturing processes differ from traditional anode manufacturing, the cathode and the rest of the cell, including electrolytes and separators, use conventional lithium-ion battery manufacturing tools and materials.

Our silicon anodes are a direct drop-in replacement of the graphite anode in traditional lithium-ion batteries.

On January 20, 2023, we entered into a nonbinding letter of intent to lease premises consisting of approximately 774,000 square feet of space located in Brighton, Colorado.

Subject to the finalization of the lease, we plan to build our GWh-scale manufacturing facility at this facility and procure manufacturing equipment for anode and cathode fabrication, cell assembly, and cell testing from established equipment suppliers.

We have received commitments of state and local incentive packages providing approximately $10.0 million in tax incentives that are contingent on certain performance goals.

The dominant raw materials for our silicon anode include silane gas, which is used in making the silicon anodes, and electrodeposited nickel foil, which is used for the anode current collector substrate.

As we increase manufacturing capacity, we expect to procure the silane gas from a global supplier of silane and silicon materials and will procure nickel foil from global suppliers of electrodeposited metals.

Index to Consolidated Financial Statements

The dominant raw materials for our silicon anode include silane gas, which is used in making the silicon anodes, and nickel foil, which is used for the anode current collector substrate.

As we increase manufacturing capacity, we expect to procure the silane gas from a global supplier of silane and silicon materials and will procure nickel foil from global suppliers of metals.

Both silane gas and nickel foil are available commodity materials.

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We use electrochemical prelithiation in our current production and will integrate lithium evaporation steps in the anode manufacturing line.

We developed our SiCore batteries in collaboration with Berzelius.

Our Exclusive Supply Agreement with Berzelius gives us exclusive rights to purchase its proprietary silicon anode materials in the United States, Canada and Mexico, and allows us to leverage its existing production line and manufacturing partners to produce SiCore batteries.

SiCore batteries are produced on the same equipment as traditional graphite anode batteries.

We plan to market SiCore batteries to complement our SiMaxx batteries that are currently manufactured in Fremont, California to serve as a capacity bridge until our GWh-scale manufacturing facility in Brighton, Colorado, where we plan to manufacture both SiMaxx and SiCore batteries, becomes operational.

On April 15, 2023, we entered into a lease agreement for premises consisting of approximately 774,000 square feet of space located in Brighton, Colorado.

In order to meet increased demand for our products, we plan to design and build our GWh-scale manufacturing facility on these premises and procure manufacturing equipment for anode and cathode fabrication, cell assembly, and cell testing, from established equipment suppliers.

We received commitments of state and local incentive packages providing approximately $10.0 million in aggregate tax incentives that are contingent on certain future performance goals.

In December 2023, we received the final, unappealable rezoning approval for these premises and, in January 2024, we initiated permitting applications.

Our Growth Strategy

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Complete large-scale manufacturing facility to meet customer demand and optimize costs.

We operate a kWh-scale manufacturing line at our headquarters in Fremont, California.

In January 2023, we entered into an amendment to the lease agreement of our Fremont headquarters, pursuant to which we will lease approximately 25,000 square feet of additional space located in the same building as our current headquarters, where we are working to achieve production on a MWh-scale.

To meet the demand for our batteries, we are also in the process of negotiating a lease for a facility in Brighton, Colorado, where we expect we will build a GWh-scale manufacturing facility.

We plan to operate a MWh-scale manufacturing line at our Fremont headquarters as we design and build a GWh-scale manufacturing line in a modular form in Brighton.

We expect that the initial phase of the Brighton facility will result in manufacturing capacity of 500 MWh and be operational in 2025.

We believe demand for our batteries exceeds our manufacturing capacity.

We operate a kWh-scale manufacturing line for our SiMaxx batteries at our headquarters in Fremont, California.

By the end of 2023, we made significant progress in expanding our current manufacturing line into a MWh-scale manufacturing facility.

Also, in order to support our customers’ roadmaps and supply forecasts, we entered into the Exclusive Supply Agreement, which gives us exclusive rights to purchase Berzelius’ proprietary silicon anode materials in the United States, Canada and Mexico, and allows us to leverage its existing large-scale production line and manufacturing partners to produce SiCore batteries.

Based on our market exploration, we view SiCore as an opportunity to supply our customers with a complementary product line of silicon anode batteries as we scale manufacturing for SiMaxx batteries.

We plan to market SiCore batteries to complement our existing production of SiMaxx batteries in Fremont, California to serve as a capacity bridge until our GWh-scale manufacturing facility in Brighton, Colorado, where we plan to manufacture both SiMaxx and SiCore batteries, becomes operational.

The Colorado facility, which we will design and build in modular form, is a leased space consisting of approximately 774,000 square feet.

We expect that the initial phase of the Brighton facility will result in manufacturing capacity of up to 500 MWh .

Thereafter, we expect to further expand as needed through a Copy Exact methodology.

Our ability to grow depends on the successful establishment of our GWh-scale manufacturing facility, which, in turn, will depend on, among other things, our ability to raise additional capital.

Leverage existing global toll manufacturing capacity to produce SiCore batteries.

We believe we will be able to continue leveraging Berzelius’ existing manufacturing partners to produce our SiCore batteries.

Currently, MWh-scale quantities of SiCore batteries are commercially available in a wide range of form factors encompassing pouch, large form factor (up to 100 Ah) and cylindrical cells.

We plan to on-shore production of SiCore batteries at our GWh-scale manufacturing facility in Brighton, Colorado.

By utilizing global toll manufacturing capacity, these commercially available SiCore batteries will serve as a capacity bridge until our GWh-scale manufacturing facility becomes operational.

Reduce our costs .

We believe our ability to reduce the costs of our batteries on a $/kWh basis will accelerate the adoption of our batteries and allow us to further broaden our customer base.

As we scale, we believe we will benefit from reduced per-unit costs, including overhead, labor and capital expenditures, improved tool utilization and volume pricing for equipment and materials.

As we scale, we believe we will benefit from

Index to Consolidated Financial Statements

reduced per-unit costs, including overhead, labor and capital expenditures, improved tool utilization and volume pricing for equipment and materials.

We will also seek to reduce costs by optimizing material utilization, throughput and yield.

However, until we are able to complete our optimization process, including designing and implementing our silicon anode production process, we cannot accurately forecast our manufacturing costs.

Based on our current expectations, we estimate that our capital equipment expenditures will range between $120.0 million and $150.0 million to achieve 1.0 GWh per year of manufacturing capacity.

Because our silicon anode process requires different equipment than traditional anode manufacturing, our capital equipment costs are likely to be higher than equipment used for production of graphite anodes.

Index to Consolidated Financial Statements

Based on our current expectations, we estimate that our capital equipment expenditures will range between $75.0 million and $100.0 million to achieve up to 500 MWh per year of manufacturing capacity, which estimate does not include costs related to the construction and build-out of the new manufacturing facility.

Because our SiMaxx silicon anode process requires different equipment than traditional anode manufacturing, our capital equipment costs are likely to be higher than equipment used for production of graphite anodes.

Extend first-mover advantage to become the market leader in lithium-ion batteries for aviation.

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We expect to extend our presence in the aviation market, while also serving other transportation-related markets that require improvements in their electrification solutions.

We are engaged with over 80 interested potential customers, 40 of which have tested and validated that our batteries exceed the technical requirements for their applications.

Over 100 customers have tested and validated our batteries for their applications.

Further improve performance characteristics of our anode and battery cells .

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We intend to maintain our performance advantage by continuing to invest in our anode and cathode chemistries.

We expect to continue to work to increase the performance characteristics of our batteries, particularly around power, energy density and cycle life.

For example, in March 2023, our new prototype battery cells were verified to deliver energy density >504 WH/kg and >1321 WH/L at 25°C.

We expect to continue to increase the performance characteristics of our batteries, particularly around power, energy density and cycle life.

For example, in March 2023, our new prototype SiMaxx battery cells were verified to deliver energy density >504 Wh/kg and >1321 Wh/L at 25°C.

The performance was verified by a leading testing house offering comprehensive battery regulatory compliance, safety and performance testing.

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We will continue to invest in optimizing combinations of these performance characteristics as well as the requisite form factors to meet the specific needs of our customers and drive adoption of our battery cells in other areas of electrified transportation.

As a result of these efforts, our goal is to fully realize the benefits of our silicon anode technology and develop the highest performing product in the market.

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 .

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• Larger cell form factors .

the batteries we have developed and are developing for our customers are typically approximately 1.4-15Ah for small-sized aircraft.

The 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 for broader aviation applications and for EV customers.

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However, as we grow our manufacturing capacity, we expect that the relative percentage of our revenue from these activities will decrease.

Index to Consolidated Financial Statements

Intellectual Property

Our proprietary silicon anode technologies, including the related processes, design and manufacturing, are protected by our patent portfolio and know-how and trade secrets.

As of March 15, 2023, 64 patents had been issued (30 in the U.S.

and 34 in the EU, Korea, Japan, China, Taiwan and Israel), 20 patents are applications pending (7 in the U.S.

and 13 in the EU, Japan, Korea, Taiwan and China) and 2 issued U.S.

patents are licensed from Stanford University.

Our issued patents

Index to Consolidated Financial Statements

expire between 2027 and 2040.

As of March 15, 2023, we also held 11 registered trademarks (2 in the U.S.

and 9 in Europe, Great Britain, Japan, Korea and China).

As of December 31, 2023, we had a total of 69 patents that were issued to us (33 in the U.S.

and 36 in the EU, Korea, Japan, China, Taiwan and Israel), 16 patent applications that are pending (5 in the U.S.

and 11 in the EU, Korea, Japan, China and Taiwan) and 2 U.S.

patents that we licensed from Stanford University.

Our issued patents expire between 2029 and 2039 .

As of December 31, 2023, we also held 11 registered trademarks that were issued to us (2 in the U.S.

and 9 in EU, Great Britain, Japan, Korea and China) and 2 U.S.

trademark applications that are pending.

Our patents cover:

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Circumstances outside our control could pose a threat to our intellectual property rights.

For more information, see “Risk Factors—Risks Related to Intellectual Property.”

For more information, see Risk Factors section below.

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.

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Companies making or developing silicon composite anodes or materials include both large manufacturers as well as many well-funded new technology companies.

These include BTR New Energy Material Ltd., Enevate Corporation, Enovix Corporation, Group 14 Technologies, Inc., Nexeon Ltd., Sila Nanotechnologies Inc., Shanshan Corporation, Storedot Ltd., and Berzelius (Nanjing) Co.

(formerly known as Amprius (Nanjing) Co., Ltd., “Berzelius”), a former subsidiary of Amprius Holdings, among others.

Sun, our Chief Executive Officer and a member of the Amprius Board, serves on the board of Berzelius and its holding company.

These include Berzelius, BTR New Energy Material Ltd., Enevate Corporation, Enovix Corporation, Group 14 Technologies, Inc., Nexeon Ltd., Shanshan Corporation, Sila Nanotechnologies Inc., and Storedot Ltd.

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 (e.g., 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, thus making 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.

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.

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Future entrants may include companies developing different technologies, such as lithium metal anodes, which are not yet in commercial production.

In order to compete in the EV industry, we would need to improve cycle life, increase form factors, improve production quantity and reduce our manufacturing costs.

In order to compete in the EV industry, we would need to increase form factors, improve production quantity and reduce our manufacturing costs.

Many of our competitors and potential future entrants, both in the aviation and EV industries, may be better capitalized and have greater resources to commercialize and expand their production capacities.

These competitors may have greater access to customers and may be able to establish cooperative or strategic relationships amongst themselves or with third parties that may further enhance their resources and competitive positioning.

If there are significant advances in battery chemistries that we cannot adapt, or if competitors are able to scale their production capacities before we are able

These competitors may

Index to Consolidated Financial Statements

to, our business may be materially impacted.

For more information, see “Risk Factors—Risks Related to Our Business and Industry" below.

have greater access to customers and may be able to establish cooperative or strategic relationships amongst themselves or with third parties that may further enhance their resources and competitive positioning.

If there are significant advances in battery chemistries that we cannot adapt, or if competitors are able to scale their production capacities before we are able to, our business may be materially impacted.

For more information, see the section titled “Risk Factors” below.

Government Regulation and Compliance

Our business activities are global and are subject to various federal, state, local, and foreign laws, rules and regulations.

For example, there are various government regulations pertaining to battery safety, transportation of batteries, use of batteries in cars, factory safety, and disposal of hazardous materials.

For example, there are various government regulations pertaining to battery safety, transportation of batteries, use of batteries in vehicles, factory safety, and disposal of hazardous materials.

In many cases, our products are or may in the future be subject to trade and export control laws and regulations in the United States and other jurisdictions where we do business.

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We believe that our success is driven by our team of technology innovators and experienced business leaders.

Many on our leadership team have been with Amprius over a decade.

We seek to hire and develop employees who are dedicated to our strategic mission.

As of December 31, 2022, we employed 58 full time employees, 4 temporary employees and 2 contractors based in our headquarters in Fremont, California and 1 full time employee and 1 contractor working remotely.

Our employees are the foundation of developing and commercializing our silicon anode technology.

Ten of our employees are engaged in engineering, research and development and 43 are involved with battery manufacturing and production.

Of our technical and operations staff, approximately 20% hold a Ph.D.

Many on our leadership team have been with us for over a decade.

We seek to hire and develop individuals who are dedicated to our strategic mission.

As of December 31, 2023, we had a total of 88 personnel (80 full time employees, 4 temporary employees and 4 contractors), who are primarily based in our headquarters in Fremont, California.

Our employees are the foundation for developing and commercializing our silicon anode technology.

As of December 31, 2023, we had a total of 19 full time employees who were engaged in research and development and 45 full time employees who worked in manufacturing our products.

In addition, approximately 16.0% of our technical and operations staff hold a Ph.D.

or advanced degrees across material science, chemical, aerospace, structural and nanoscale engineering as well as physics and chemistry.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business