What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-03-28 compared with 2023-03-30 · 418 added, 480 removed, 443 unchanged (67% of the section changed)

1 unchanged sentence

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (BDO USA, LLP, Houston, TX) (PCAOB ID:

Report of Independent Registered Public Accounting Firm (SingerLewak LLP, San Jose, CA) (PCAOB ID:

Report of Independent Registered Public Accounting Firm (BDO USA, P.C., Houston, TX) (PCAOB ID:

Consolidated Balance Sheets

8 unchanged sentences

Accrued and Other Current Liabilities

Notes Payable

Stockholders’ Equity

2 unchanged sentences

Net Loss Per Share

Subsequent Event

Index to Consolidated Financial Statements

4 unchanged sentences

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Amprius Technologies, Inc.

(the “Company”) as of December 31, 2022, the related consolidated statements of operations, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022, and the results of its operations and its cash flows for the year then ended , in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheets of Amprius Technologies, Inc.

(the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ BDO USA, LLP

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ BDO USA, P.C.

We have served as the Company’s auditor since 2022.

2 unchanged sentences

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Amprius Technologies, Inc.

(a carve-out of Amprius, Inc.)

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Amprius Technologies, Inc.

(a carve-out of Amprius, Inc.) (the Company) as of December 31, 2021, the related statements of operations, stockholders’ equity, and cash flows for the year then ended, and the related notes to the financial statements (collectively, the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ SingerLewak LLP

We have served as the Company’s auditor from 2021 to 2022.

June 21, 2022, except for the reverse recapitalization described in Note 1 as to which the date is November 16, 2022.

Index to Consolidated Financial Statements

A MPRIUS T ECHNOLOGIES, I NC.

43 unchanged sentences

A MPRIUS T ECHNOLOGIES, I NC.

C ONSOLIDATED S TATEMENTS O F O PERATIONS

C ONSOLIDATED S TATEMENTS OF O PERATIONS

Year ended December 31,

8 unchanged sentences

Loss from operations ( 38,709 ) ( 18,041 )

Other income (expense), net:

Interest income and other 709 ( 16 )

Gain on forgiveness of PPP loan — 743

Other income (expense):

Interest and other income 2,514 709

Loss on write-off of deferred stock issuance costs ( 581 ) —

Total other income, net 1,933 709

7 unchanged sentences

A MPRIUS T ECHNOLOGIES, I NC.

C ONSOLIDATED S TATEMENTS O F S TOCKHOLDERS’ E QUITY

For the years ended December 31, 2022 and 2021

C ONSOLIDATED S TATEMENTS OF S TOCKHOLDERS’ E QUITY

F OR T HE Y EARS E NDED D ECEMBER 31, 2023 AND 2022

Common Stock Additional

2 unchanged sentences

Stockholders’

(In thousands, except share data)

Shares Amount

(In thousands, except share data) Shares Amount

Balance as of January 1, 2022 65,772,001 $ 7 $ 89,252 $ ( 75,401 ) $ 13,858

Retroactive conversion of common

stock due to Business Combination 20,586,738 6 ( 6 ) — —

Balance as of January 1, 2021, as adjusted 65,742,883 7 66,667 ( 65,505 ) 1,169

Capital contribution from Amprius

Holdings — — 20,111 — 20,111

Cumulative effect adjustment from

the adoption of ASC 842 — — — ( 154 ) ( 154 )

Issuance of common stock in connection

with business combination and PIPE

investment, net of issuance costs 18,392,366 1 70,937 — 70,938

Issuance of common stock in connection

with a stock purchase agreement 84,793 — — — —

Capital contributions from Amprius Holdings — — 505 — 505

Exercise of stock options 146,566 — 44 — 44

Exercise of stock warrants 214,388 — 2,465 — 2,465

Stock-based compensation — — 2,709 — 2,709

Contribution from Amprius Holdings

related to stock-based compensation — — 1,473 — 1,473

Net loss — — — ( 17,332 ) ( 17,332 )

Balance as of December 31, 2022 84,610,114 8 165,912 ( 92,887 ) 73,033

Cumulative effect adjustment from

the adoption of ASC 842 — — — ( 154 ) ( 154 )

Issuance of common stock in

connection with Business

Combination and PIPE investment,

net of issuance costs 18,392,366 1 70,937 — 70,938

Issuance of common stock in

connection with a stock purchase

agreement 84,793 — — — —

Capital contribution from Amprius

Holdings — — 505 — 505

Exercise of stock options, net of

repurchased shares 146,566 — 44 — 44

Issuance of common stock in connection with

the Stock Purchase Agreement, net of

issuance cost

2,952,763 1 18,981 — 18,982

Issuance of common stock in connection with

the At Market Issuance Sales Agreement,

net of issuance cost 89,383 — 370 — 370

Issuance of common stock upon exercise of

stock options and vesting of restricted stock

units 1,217,103 — 310 — 310

Exercise of stock warrants 100 — 1 — 1

Stock-based compensation — — 3,880 — 3,880

Contribution from Amprius Holdings

related to stock-based compensation — — 380 — 380

Net loss — — — ( 36,776 ) ( 36,776 )

3 unchanged sentences

A MPRIUS T ECHNOLOGIES, I NC.

C ONSOLIDATED S TATEMENTS O F C ASH F LOWS

C ONSOLIDATED S TATEMENTS OF C ASH F LOWS

Year ended December 31,

7 unchanged sentences

Non-cash operating lease expense 1,148 556

Loss from disposal of property, plant and equipment — 158

Gain on forgiveness of PPP loan — ( 743 )

Loss on write-off of deferred stock issuance costs 581 —

Changes in operating assets and liabilities:

3 unchanged sentences

Prepaid expenses and other current assets 407 ( 2,282 )

Other assets ( 9 ) —

Accounts payable 616 517

7 unchanged sentences

Cash flows from financing activities:

Proceeds from issuance of common stock in connection with the

Stock Purchase Agreement

Proceeds from issuance of common stock in connection with the

At Market Issuance Sales Agreement

Payment of financing costs in connection with the Stock Purchase and

At Market Issuance Sales agreements

( 601 ) ( 326 )

Proceeds from issuance of common stock in connection with Business

2 unchanged sentences

Combination and PIPE investment — ( 6,946 )

Payment of financing costs in connection with a stock purchase agreement ( 326 ) —

Proceeds from exercise of stock options 310 44

Proceeds from exercise of warrants 2,465 —

Proceeds from exercise of stock warrants 1 2,465

Capital contributions from Amprius Holdings — 505

Net cash provided by financing activities 19,168 73,626

Net increase in cash, cash equivalents and restricted cash 58,263 11,487

Net (decrease) increase in cash, cash equivalents and restricted cash ( 23,935 ) 58,263

Cash, cash equivalents and restricted cash, beginning of year 69,752 11,489

5 unchanged sentences

Supplemental disclosure of non-cash investing and financing information:

Operating lease liabilities and right-of-use assets upon adoption of ASC 842 $ 3,256 $ —

Unpaid purchases of property, plant and equipment $ 1,864 $ 83

7 unchanged sentences

Amprius Technologies, Inc.

(the "Company") has developed, and since 2018, been in commercial production of lithium-ion batteries for mobility applications leveraging a disruptive silicon anode.

The Company’s 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.

The Company's headquarters is located in Fremont, California.

The Company pre viously had an intercompany agreement with a majority shareholder, Amprius, Inc.

(hereafter referred to as the “Company,” “we,” “us,” or “our”) has developed, and since 2018, been in commercial production of lithium-ion batteries for mobility applications leveraging a disruptive silicon anode.

Our 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 headquarters is located in Fremont, California.

Until the agreement was terminated in May 2022, we previously had an intercompany agreement with o ur former parent company and current majority shareholder, Amprius, Inc.

(“Amprius Holdings”), to license intellectual property rights to continue to develop silicon nanowire technology.

Under this agreement, Amprius Holdings provided resources and rights to use its assets to the Company, such as rights to the use of intellectual property, cash, equipment, manufacturing and office facilities, personnel, and management oversight.

Beginning in 2020, Amprius Holdings assigned or contributed those assets to the Company and the Company treated them as contributions from Amprius Holdings.

The intercompany agreement was terminated in May 2022.

Under this agreement, Amprius Holdings provided us with management oversight, access to personnel, access to cash and rights to use its assets, such as the use of intellectual property, equipment, and manufacturing and office facilities.

In 2020, Amprius Holdings assigned its assets to us, which we treated as capital contributions.

Business Combination

On September 14, 2022 (the “Closing Date”), the Company 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.

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.

16 unchanged sentences

Liquidity and Capital Resources

Since its inception, the Company has incurred recurring losses and negative cash flows from operations.

During the year ended December 31, 2022, the Company's net loss was $ 17.3 million and at December 31, 2022, the accumulated deficit was $ 92.9 million.

The Company expects to incur additional losses in the future as it scales its business and increases its operating expenditures, such as increasing its research and development spend and headcount.

Additionally, the Company expects to increase its capital expenditures as it plans to build a GWh-scale manufacturing facility in the future.

The Company may need to raise funds in order to meet its future operating and capital expenditure requirements.

Since our inception, we have incurred recurring losses and negative cash flows from operations.

During the year ended December 31, 2023, we incurred a net loss of $ 36.8 million and at December 31, 2023, the accumulated deficit was $ 129.7 million.

We expect to incur additional losses in the future as we scale our business and increase our operating expenditures, such as increasing our research and development spend and headcount.

Additionally, we expect to increase our capital expenditures as we complete the design and build-out of a GWh-scale manufacturing facility in Brighton, Colorado.

We may need to raise additional funds in order to meet our future operating and capital expenditure requirements, and we may be unable to raise additional funds or enter into such other agreements when needed on favorable terms or at all.

If sufficient funding is not raised, we may need to reduce our spending activities, which may

Index to Consolidated Financial Statements

sufficient funding is not raised, the Company may need to reduce its spending activities, which may negatively affect its ability to achieve its operating goals.

At December 31, 2022, the Company had cash and cash equivalents of $ 69.7 million.

The Company believes that its cash and cash equivalents will be sufficient to fund its working capital requirements over twelve months from the date these financial statements are issued.

On September 27, 2022, the Company entered into a Common Stock Purchase Agreement (“Purchase Agreement”) with B.

Riley Principal Capital II, LLC (“BRPC II”), pursuant to which BRPC II committed to purchase up to $ 200.0 million of its common stock until January 1, 2025, subject to certain contractual terms (the “Committed Equity Financing”).

There can be no assurance that the Company will be able to raise $ 200.0 million over such period as the Committed Equity Financing contains certain limitations and conditions.

On October 19, 2022, the U.S.

Department of Energy (“DOE”) under the Bipartisan Infrastructure Law awarded the Company a cost-sharing grant of $ 50.0 million.

The grant is dependent upon the successful negotiation of a final contract.

There can be no assurance that such negotiation will be successful.

negatively affect our ability to achieve our operating goals.

To the extent that we raise additional funds by issuing equity securities, our stockholders may experience additional dilution.

On October 2, 2023, we entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B.

Riley Securities, Inc., Cantor Fitzgerald & Co.

Wainwright & Co., LLC, as sales agents (the “Sales Agents”), pursuant to which we may offer and sell, from time to time, through or to any Sales Agent, shares of our common stock with an aggregate offering price of not more than $ 100.0 million.

In connection with our execution of the Sales Agreement, we mutually agreed with B.

Riley Principal Capital II, LLC (“BRPC II”), an affiliate of B.

Riley Securities, Inc., to terminate the Common Stock Purchase Agreement (“Purchase Agreement”), whereby BRPC II had committed to purchase up to $ 200.0 million of our common stock until January 1, 2025.

The termination of the Purchase Agreement became effective on October 10, 2023.

The cumulative proceeds from the sale of shares under the Purchase Agreement was $ 19.1 million.

On June 2, 2023, we and the U.S.

Department of Energy’s Office of Manufacturing and Energy Supply Chains mutually agreed to end the negotiation for a $ 50.0 million cost-sharing grant demonstration project under the Bipartisan Infrastructure Law.

We had cash and cash equivalents of $ 45.8 million as of December 31, 2023.

We believe that our cash and cash equivalents and cash flows from operations will be sufficient to fund our obligations over twelve months from the date these consolidated financial statements are issued.

Other Risk and Uncertainties

The Company faces risks related to the COVID-19 pandemic, which has created significant volatility in the global economy, led to business disruptions, reduced economic activities, and imposition of travel restrictions.

Although the COVID-19 pandemic did not have an adverse impact on the Company to-date, its future development is highly uncertain and cannot be predicted.

Even after the COVID-19 pandemic has subsided, the Company and its customers may continue to experience its negative effect, which may adversely affect the Company's future financial condition, results of operations and cash flows.

The Company also faces risks related to the war between Russia and Ukraine, which has also led to significant volatility in the global economy resulting in higher inflation, volatility in the credit and capital markets, and interruption in the supply chain.

Although this war did not have an adverse impact to the Company to-date, its future outcome is highly unpredictable and uncertain, which may also adversely affect the Company's future financial condition, results of operations and cash flows.

We face risks related to abrupt political change, terrorist activity, and armed conflict such as the military conflicts between Russia and Ukraine and in the Middle East, which has led to significant volatility in the global economy, resulting in inflation, volatility in the credit and capital markets, and interruption in the global supply chain.

Although these conflicts did not have an adverse impact on us to-date, the future outcome of such conflicts is highly unpredictable and uncertain and may adversely affect our future financial condition, results of operations and cash flows.

We also faced risks related to the COVID-19 pandemic, which has been unpredictable and unprecedented and resulted in significant national and global economic disruption.

The extent to which public health emergencies such as the COVID-19 pandemic may impact our business, financial condition, prospects and results of operations is highly uncertain and cannot be predicted.

Even after the COVID-19 pandemic has subsided, we and our customers may continue to experience its negative effect, which may adversely affect our future financial condition, results of operations and cash flows.

Summary of Significant Accounting Policies

2 unchanged sentences

All intercompany accounts and transactions have been eliminated.

In connection with the closing of the Business Combination, whereby Legacy Amprius was determined as the accounting acquirer for accounting and reporting purposes, the historical financial statements of Legacy Amprius became the historical financial statements of the combined company and no goodwill or other intangible assets were recorded.

The significant accounting policies described below, together with Note 1 and other notes that follow, are an integral part of the consolidated financial statements.

In connection with the closing of the Business Combination in fiscal year 2022, whereby Legacy Amprius was determined as the accounting acquirer for accounting and reporting purposes, the historical financial statements of Legacy Amprius became the historical financial statements of the combined company and no goodwill or other intangible assets were recorded.

As a result, the accompanying consolidated financial statements reflect (i) the assets and liabilities of Legacy Amprius at their historical cost;

(ii) the historical operating results of Legacy Amprius prior to the Business Combination;

and (iii) Legacy Amprius’ equity structure, which has been retroactively restated in the comparative period up to the Closing Date to reflect the number of shares of the Company’s common stock issued to Legacy Amprius stockholders.

and (iii) Legacy Amprius’ equity structure, which has been retroactively restated in the period prior to the Business Combination to reflect the number of shares of the Compa ny’s common stock issued to Legacy Amprius stockholders.

As such, the shares, corresponding capital amounts, and net loss per share related to Legacy Amprius common stock have been retroactively restated to reflect the effect of the exchange ratio of 1.45590 (the “Exchange Ratio”) established in the Business Combination.

Prior to the Business Combination, the financial statements of the Company were presented on a carve-out basis using its historical results of operations and historical basis of assets and liabilities derived from the accounting records of Amprius Holdings, adjusted as necessary to conform with U.S.

The underlying assumptions in the Company's presentation of its financial statements prior to the Business Combination include:

• Balance sheets include all of the Company’s owned assets, assets assigned or contributed by Amprius Holdings, and liabilities incurred by Amprius Holdings on behalf of the Company.

• Statements of operations reflect all activities directly attributable to the Company, which include an allocation of certain general and administrative expenses of Amprius Holdings.

Index to Consolidated Financial Statements

• Certain general and administrative expenses of Amprius Holdings, such as the payroll-related expenses for two executive employees, legal, tax, insurance and accounting fees, were shared between the Company, Amprius Holdings and its other subsidiaries.

Since those two executive employees provided the Company and Amprius Holdings' other subsidiaries with governance and management oversight, those shared expenses were allocated between the Company and Amprius Holdings' other subsidiaries.

The level of effort spent by Amprius Holdings' executives was not correlated with the level of activity, revenue or other financial operating metrics of the Company and Amprius Holdings' other subsidiaries.

As a result, those shared expenses were allocated equally between the Company and Amprius Holdings' other subsidiaries.

• Prior to the distribution of Amprius Holdings' other subsidiaries in January 2022 and February 2022, the shared expenses of Amprius Holdings were allocated equally between the Company and Amprius Holdings' other subsidiaries.

After February 2022, those expenses were fully allocated to the Company.

Management believes that the assumptions described above, including the allocation of certain shared expenses, are reasonable and consistently applied for all periods presented prior to the Business Combination.

However, the financial statements of the Company that were presented prior to the Business Combination may not be indicative of the Company’s future performance and do not necessarily reflect what the financial position, results of operations and cash flows would have been had the Company operated as a separate and standalone entity.

The significant accounting policies described below, together with other notes that follow, are an integral part of the consolidate financial statements.

Prior to the Business Combination, our financial statements were presented on a carve-out basis using our historical results of operations and historical basis of assets and liabilities derived from the accounting records of Amprius Holdings, adjusted as necessary to conform with U.S.

The underlying assumptions in our presentation of our financial statements prior to the Business Combination include:

• Balance sheet includes all of our owned assets, assets assigned or contributed by Amprius Holdings, and liabilities incurred by Amprius Holdings on our behalf.

• Statement of operations reflects all activities directly attributable to us, which include an allocation of certain general and administrative expenses of Amprius Holdings.

Since those two executive employees provided us and Amprius Holdings’ other subsidiaries with governance and management oversight, those shared expenses were allocated between us and Amprius Holdings’ other subsidiaries.

The level of effort spent by Amprius Holdings’ executives was not correlated with the level of our business activity, revenue or other financial operating metrics and of Amprius Holdings’ other subsidiaries.

As a result, those shared expenses were allocated equally between us and Amprius Holdings’ other subsidiaries.

• Prior to the distribution of Amprius Holdings’ other subsidiaries in February 2022, the shared expenses of Amprius Holdings were allocated equally between us and Amprius Holdings’ other subsidiaries.

After February 2022, and up to the Closing Date of the Business Combination, those expenses were fully allocated to us.

Management believes that the assumptions described above, including the allocation of certain shared expenses, are reasonable and consistently applied for the periods presented prior to the Business Combination.

However, the financial statements that were presented prior to the Business Combination may not be indicative of our future performance and do not necessarily reflect what the financial position, results of operations and cash flows would have been had we operated as a separate and standalone entity.

Reclassification

Certain accounts in the prior year financial statements were reclassified to conform with the current year presentation.

Certain accounts in the prior year consolidated financial statements were reclassified to conform with the current year presentation.

The reclassification had no impact on our consolidated balance sheet, net loss and cash flows in the prior year period.

Emerging Growth Company

The Company is an emerging growth company as defined in Section 2(a) of the Securities Act of 1933 (as amended), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies.

We are an emerging growth company as defined in Section 2(a) of the Securities Act of 1933 (as amended) (“Securities Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised accounting standards until private companies are required to comply with such standards.

The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected to not opt out of such extended transition period.

This means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt such new or revised standard unless the Company is no longer deemed an emerging growth company.

We have elected to not opt out of such extended transition period.

This means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt such new or revised standard unless we are no longer deemed an emerging growth company.

As a result, the accompanying consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

5 unchanged sentences

Actual results could materially differ from management estimates using different assumptions or under different conditions.

Significant accounting estimates made by the Company include useful lives of property, plant and equipment, valuation of deferred taxes, lower of cost or net realizable adjustment of inventory, carve-out of financial statements including the allocation of assets, liabilities and expenses prior to the Business Combination, incremental borrowing rate used in calculating lease obligations and right-of-use assets, and fair value of common stock prior to the Business Combination and other inputs used to value stock-based compensation awards.

Index to Consolidated Financial Statements

Our significant accounting estimates include useful lives of property, plant and equipment;

valuation of deferred taxes;

lower of cost or net realizable adjustment of inventory;

carve-out of financial statements including the allocation of assets, liabilities and expenses prior to the Business Combination;

incremental borrowing rate used in calculating lease obligations and right-of-use assets;

and fair value of common stock and other inputs used to value stock-based compensation awards prior to the Business Combination.

Fair Value Measurement

5 unchanged sentences

Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value.

The Company had a money market fund amounting to $ 69.4 million as of December 31, 2022, which was measured at Level 1 fair value based on the active market price of such instrument.

The Company did not have assets or liabilities measured at fair value on a recurring basis using Level 2 or Level 3 inputs as of December 31, 2022 and 2021.

In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considering counterparty credit risk in our assessment of fair value.

We had a money market fund amounting to $ 36.7 million and $ 69.4 million as of December 31, 2023 and 2022, respectively, which was measured at Level 1 fair value based on the active market price of such instrument.

We did not have assets or liabilities measured at fair value on a recurring basis using Level 2 or Level 3 inputs as of December 31, 2023 and 2022.

There were no transfers of financial instruments between Level 1, Level 2 and Level 3 during the years ended December 31, 2023 and 2022.

Cash, Cash Equivalents and Restricted Cash

Cash consists of bank deposits and cash equivalent consists of a money market fund with original maturity of less than 90 days from the date of purchase.

Restricted cash pertains to cash collateral required by the Company’s lessor to satisfy a letter of credit requirement under its lease agreement.

As of December 31, 2022, restricted cash was $ 56 thousand and is included in other assets in the accompanying consolidated balance sheet.

Cash consists of bank deposits and cash equivalents consist of a money market fund with original maturity of less than 90 days from the date of purchase.

Restricted cash pertains to a cash collateral required by our lessor to satisfy a letter of credit requirement under a lease agreement.

Restricted cash, which is included in other assets in the accompanying consolidated balance sheets, was $ 56 thousand as of December 31, 2023 and 2022.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents, restricted cash and accounts receivable.

The Company maintains its cash, cash equivalents and restricted cash with major financial institutions that may at times exceed federally insured limits.

The Company has not experienced losses on its financial assets held in these financial institutions.

Financial instruments that potentially subject us to concentration of credit risk consist of cash, cash equivalents, restricted cash and accounts receivable.

We maintain our cash, cash equivalents and restricted cash with major financial institutions that may at times exceed federally insured limits.

We have not experienced losses on our financial assets held in these financial institutions.

Management believes that these financial institutions are financially sound with minimal credit risk.

Accounts receivable consist mainly of amounts due from U.S.

government agencies or sponsored entities and large public entities which limits the Company’s credit risk.

Through December 31, 2022, the Company has not experienced any credit losses.

During the year ended December 31, 2022, four customers individually represented 24 %, 20 %, 18 % and 11 % of the Company’s revenue.

During the year ended December 31, 2021, two customers individually represented 56 % and 24 % of the Company’s revenue.

As of December 31, 2022 and 2021, three and five customers represented 88 % and 96 %, respectively, of the Company’s total accounts receivable.

government agencies or sponsored entities and large public entities which limits our credit risk.

Through December 31, 2023, we have not experienced any credit losses.

During the year ended December 31, 2023, three customers individually represented 37 %, 18 % and 12 % of our revenue.

During the year ended December 31, 2022, four customers individually represented 24 %, 20 %, 18 % and 11 % of our revenue.

Index to Consolidated Financial Statements

As of December 31, 2023 and 2022, three customers represented 80 % and 88 %, respectively, of our total accounts receivable.

Segment Reporting

The Company has determined that the Chief Executive Officer is its Chief Operating Decision Maker (CODM).

The CODM reviews financial information presented on an aggregate basis for the purposes of assessing the Company’s performance and making decisions on how to allocate resources.

Accordingly, the Company has determined that it operates in a single operating and reportable segment.

All of the Company’s revenues are geographically earned in the United States and all property, plant and equipment is located in the United States.

We have determined that the Chief Executive Officer is our Chief Operating Decision Maker (“CODM”).

The CODM reviews financial information presented on an aggregate basis for the purposes of assessing our performance and making decisions on how to allocate resources.

Accordingly, we have determined that we operate in a single operating and reportable segment.

All of our revenues are geographically earned in the United States and our property, plant and equipment are located in the United States.

Revenue Recognition

The Company recognizes revenue under Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers , when a customer obtains control of promised goods or services in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services.

The Company generates revenue from both its arrangements for customization design services for the development of silicon-anode lithium-ion battery technology and delivery of prototypes and providing finished battery products to its customers.

The customization design services generally provide design and development efforts to configure the Company’s existing battery technology towards a customer’s required specifications, including the delivery of the prototypes.

The development and delivery of these battery prototypes is a single performance obligation as the individual customization activities performed through delivery of the prototype batteries are not distinct.

Revenue is recognized at the point in time when control transfers to the customer upon final delivery of prototype batteries or completion of the defined service.

The Company recognizes revenue from follow-on orders and standalone sales of battery products to customers at the point in time that control of the product has been transferred to the customer which is generally upon shipment.

To achieve the core principle of revenue recognition, the Company applies the following steps:

We generate revenue from the (i) sale of finished battery products and (i) arrangements for customization design services.

The customization design services generally include designing and developing custom batteries by applying our existing technology into a customer’s required specifications and delivery of prototype batteries.

We recognize revenue when a customer obtains control of promised goods or services in an amount that reflects the consideration that we expect to receive in exchange for those goods or services.

To achieve the core principle of revenue recognition, we apply the following steps pursuant to Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers :

Identify the contract with the customer .

A contract is defined as an agreement between two or more parties that creates enforceable rights and obligations.

The Company generally enters into fixed-price agreements with its customers which outline the terms of the business relationship between the customer and the Company.

Additionally, the Company may receive purchase orders from customers or enter into statements of work that indicate pricing, performance and delivery obligations, progress payments (if any) and the timing for each transaction.

The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of the consideration is probable.

At contract inception, the Company also evaluates prior incomplete contracts to determine whether the contract with the customer should be combined and accounted for as a single contract with any prior contract.

We generally enter into fixed-price agreements which outline the terms of our arrangements with the customers.

We may also receive purchase orders or enter into statements of work to establish the terms of our arrangements with our customers.

Identify the performance obligations in the contract .

The promises within each contract for customization design services may vary depending on the customer requirements;

however, those contracts contain promises which generally include (i) custom battery design to conform with customer’s requirements, (ii) design progress reporting, (iii) development of preliminary batteries, (iv) testing of battery design and performance, and (v) delivery of final battery prototypes that meet pre-defined customer specifications along with test results of the delivered batteries.

Those promises are generally inputs to a combined output to deliver a single final prototype battery and are accounted for as a single performance obligation.

Contracts for standard batteries for commercial sales are generally ready-made with no customization.

Within these contracts, each battery is a distinct performance obligation.

Our contract to sell finished battery products do not require customization.

Our contract for customization design services vary depending on the customers’ requirements, which may include (i) designing custom batteries, (ii) providing progress reporting, (iii) developing preliminary batteries, (iv) testing battery performance and (v) delivering final battery prototypes.

Those promises are generally inputs to a combined output and are accounted for as a single performance obligation.

Determine the transaction price .

Payment terms for the Company’s development contracts are generally based on the achievement of defined milestones.

Since revenue is generally recognized at the point in time when control transfers to the customer upon final delivery of prototype battery or completion of the service at the end of the contract as discussed below in Step 5, Recognize revenue when, or as, a performance obligation is satisfied, the variable consideration is not considered to be constrained at the inception of the contract and the transaction price equals the cumulative payments to which the Company is entitled to at the end of the contract.

The Company elected to use the practical expedient to disregard the effect of the time value of money in a significant financing component when its payment terms are less than one year.

In cases when there is a period

Index to Consolidated Financial Statements

of more than one year, the Company only adjusts the transaction price when the financing component is significant and beyond the mitigating effect of the progress payments.

Transaction price is based upon the amount of consideration that our customers agree to pay for the goods or services we deliver.

Payment terms for our customization design service contracts are generally based on the achievement of defined milestones.

Since revenue is generally recognized at the point in time when control transfers to the customer , the variable consideration, if any, is not considered to be constrained at the inception of the contract and the transaction price equals the cumulative payments to which we are entitled to.

Allocate the transaction price to the performance obligations in the contract .

The transaction price is allocated to the performance obligations.

The Company’s revenue contracts contain a single performance obligation;

Generally, our contracts with customers contain a single performance obligation;

therefore, allocation is not necessary.

Recognize revenue when, or as, a performance obligation is satisfied .

Under the Company’s customized design services arrangements, control generally transfers upon the completion of the battery design and delivery of the final prototype batteries.

For follow-on orders and standalone sales of battery products to customers, control generally transfers upon shipment of the product.

In some instances, customers may request that the Company bill them for a product but the Company retains physical possession of the product until later delivery, commonly known as “bill-and-hold” arrangements.

The Company has a customer that has requested an arrangement whereby the Company may store finished product until the customer’s employees arrive at a specific site for a customer flight test.

The finished products for such customer are stored in a storage area that are identified separately as belonging to such customer and are ready for immediate shipment upon the customer’s request.

Additionally, title and risk of loss has passed to the customer.

As such, the Company does not have the ability to use the finished products or direct them to other customers.

In these “bill-and-hold” arrangements, the Company recognizes revenue when the product is identified separately as belonging to the customer and the product is ready for delivery to the customer.

We recognize revenue at the point in time when control is transferred to the customers, which is generally (i) upon shipment, in the case of sale of finished battery products, and (ii) upon completion and/or delivery of prototype batteries, in the case of customization design services.

In case a customer requests us to keep the finished products, such as in a “bill-and-hold” arrangement, we recognize revenue from such arrangement when the control is transferred to such customer.

Control under a bill-and-hold arrangement occurs when the title and risk of loss on the finished products have passed to the customer and we do not have the ability to use or sell them to other customers.

Finished products under a bill-and-hold arrangement are stored in our premises, but segregated from our own inventories.

Grant Revenue

The Company receives payments from the U.S.

federal government under a nonrefundable expense reimbursement grant in support of its product development programs.

Expense reimbursement grants entitle the Company to claim from a government entity reimbursement of certain qualified expenses incurred to date.

Payment from the U.S.

federal government under a nonrefundable expense reimbursement arrangement is treated as government grant.

An expense reimbursement grant entitle us to claim reimbursement of certain qualified expenses incurred in support of our product development programs.

The nature and amount of such expenses are determined by each respective grant.

The Company has concluded that government grants received are outside the scope of ASC Topic 606 because such grants do not involve a reciprocal transfer in which each party receives and sacrifices approximately commensurate value.

Index to Consolidated Financial Statements

We determined that government grants are outside the scope of Topic 606, Revenue from Contracts with Customers , because such grants do not involve a reciprocal transfer in which each party receives and sacrifices approximately commensurate value.

Therefore, the grants meet the definition of a contribution and are non-exchange transactions.

In absence of explicit US GAAP guidance on contributions received by business entities, the Company made a policy decision to apply by analogy recognition and measurement guidance in International Accounting Standard 20, Accounting for Government Grants and Disclosure of Government Assistance .

Under this approach the Company recognizes grants at fair value only when there is reasonable assurance that the Company will comply with the conditions attaching to them, and that the grants will be received.

The Company recognizes as revenue the amounts received or receivable from expense reimbursement grants to the extent, and in the period in which, the qualifying costs have been incurred.

In absence of explicit US GAAP guidance on contributions received from government agencies, we apply by analogy the recognition and measurement guidance under International Accounting Standard 20, Accounting for Government Grants and Disclosure of Government Assistance .

Following this approach, we recognize grants at fair value only when there is reasonable assurance that we will comply with the conditions of the grants, and that the grants will be received.

We recognize as revenue the amounts received or receivable from expense reimbursement grants to the extent, and in the period in which, the qualifying costs have been incurred.

Accounts Receivable

Accounts receivable are recorded at the invoiced amount less any estimated allowance for doubtful accounts.

An allowance for doubtful accounts is based on the Company’s assessment of the collectability of accounts by considering the age of outstanding invoices and the collection history of the customer, as well as an evaluation of potential risk of loss.

Accounts receivable are recorded at the invoiced amount, less any estimated allowance for credit losses.

An allowance for credit losses is recognized based on our evaluation of relevant information, such as the age of the receivable, collection experience and certain credit risk factors affecting our customers.

A receivable deemed to be uncollectible is written off against a previously established allowance and recoveries are recognized when the cash is received.

The Company does not accrue interest on past due balances and requires no collateral.

The Company has not experienced any significant losses from accounts receivable.

The Company had no allowance for doubtful accounts as of December 31, 2022 and 2021.

We do not accrue interest on past due balances and require no collateral.

We have not experienced any significant losses from accounts receivable.

We had no allowance for credit losses as of December 31, 2023 and 2022.

Inventories, which consist of raw materials, work-in-process and finished goods, are stated at the lower of cost or net realizable value.

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Obsolete inventories are written off to cost of goods sold.

Index to Consolidated Financial Statements

Property, Plant and Equipment, Net

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Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the respective assets as shown below.

Pilot production equipment 4 to 7 years

Production equipment 4 to 7 years

Lab equipment 4 years

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Leasehold improvements Lesser of their useful lives or the term of the lease

Custom assets that are being constructed are recorded as construction in progress.

Depreciation for those assets begins when the construction is completed and the assets are ready for their intended use.

Assets that are being built or constructed are recorded as construction in progress.

Depreciation for those assets begins when the assets are ready for their intended use.

Expenditures for repairs and maintenance are expensed as incurred.

Upon disposition, the cost and related accumulated depreciation and amortization are removed from the accounts and the resulting gain or loss is reflected in the consolidated statements of operations.

Upon disposition, the cost and related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is reflected in the consolidated statements of operations.

Impairment of Long-Lived Assets

The Company reviews the valuation of long-lived assets, which consisted mainly of property, plant and equipment, whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

We review the valuation of long-lived assets, which consisted mainly of property, plant and equipment, whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

The recoverability of long-lived assets or asset groups is calculated based on the estimated undiscounted future cash flows expected to result from the use and eventual disposition of the asset.

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Based on management’s assessment, there were no impairment losses recorded during the years ended December 31, 2023 and 2022.

The Company determines if an arrangement is a lease, or contains a lease, by evaluating whether there is an identified asset and whether the Company controls the use of the identified asset throughout the period of use.

The Company determines the classification of the lease, whether operating or finance lease, at the lease commencement date, which is the date the Company obtains control of the leased asset.

The Company recognizes the right-of-use ("ROU") assets and lease liabilities on the lease commencement date based upon the present value of the fixed lease payments over the non-cancelable lease term, unless it is reasonably certain that any renewal or termination option will be exercised.

Index to Consolidated Financial Statements

We determine if an arrangement is a lease, or contains a lease, by evaluating whether there is an identified asset and whether we control the use of the identified asset throughout the period of use.

We determine the classification of the lease, whether operating or finance lease, at the lease commencement date, which is the date we obtain control of the leased asset.

We recognize the right-of-use (“ROU”) assets and lease liabilities on the lease commencement date based upon the present value of the fixed lease payments over the non-cancelable lease term, unless it is reasonably certain that any renewal or termination option will be exercised.

Variable costs, such as common area maintenance fees, property insurance and property taxes, are not included in the measurement of the ROU assets and lease liabilities, but are expensed as incurred.

As the implicit rate of the leases is not determinable, the Company uses an incremental borrowing rate in determining the present value of the lease payments.

The Company does not recognize ROU assets on lease arrangements with a term of 12 months or less.

As the implicit rate of the leases is not determinable, we use an incremental borrowing rate in determining the present value of the lease payments.

We do not recognize ROU assets on lease arrangements with a term of 12 months or less.

Lease expense for such arrangements is recognized on a straight-line basis over the term of the lease.

The Company accounts for lease components and non-lease components as a single lease component.

Modifications are assessed to determine whether incremental differences result in new contract terms and accounted for as a new lease or whether the additional right of use should be included in the original lease and continue to be accounted with the remaining ROU asset.

We account for the lease components and non-lease components as a single lease component.

Modifications are assessed to determine whether incremental differences result in new contract terms and should be accounted for as a new lease or whether the additional right of use should be included in the original lease and continue to be accounted for with the remaining ROU asset.

Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term.

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Warranty Liability

The Company warrants that battery cells sold to customers will meet the published or agreed upon specification.

Battery cells that do not meet specification are replaced at no charge to the customer.

The Company had no significant warranty claims based on its historical experience.

In addition, the Company is not aware of pending warranty claims or returns of battery cells from customers as of December 31, 2022.

Based on management's assessment, the Company had not recorded a warranty liability as of December 31, 2022 and 2021.

Index to Consolidated Financial Statements

We provide guarantee that products sold to customers will meet the published or agreed upon specification.

Products that do not meet specification are replaced at no charge to the customer.

We had no significant warranty claims based on our historical experience.

Based on our assessment, we have not recorded a warranty liability as of December 31, 2023 and 2022.

Loss Contingencies

In the normal course of business, the Company may be involved in claims and legal proceedings.

The Company records a liability for such matters when it is probable that a loss has been incurred and the amounts can be reasonably estimated.

In the normal course of business, we may be involved in claims and legal proceedings.

We record a liability for such matters when it is probable that a loss has been incurred and the amounts can be reasonably estimated.

When only a range of possible loss can be established, the most probable amount in the range is accrued.

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Deferred Costs

Certain costs, which consist primarily of payroll-related costs, are initially deferred when (i) the costs relate directly to a customer contract, (ii) generate or enhance resources of the Company that will be used in satisfying future performance obligations, and (iii) are expected to be recovered.

If these three criteria are not met, the costs are expensed into cost of revenue in the period incurred.

Deferred costs are recognized as cost of revenues in the period when the related revenue is recognized, except when such costs incurred are in excess of the amount expected to be recoverable, in which case they are expensed as incurred into cost of revenues.

The recoverable amount equals the total of the amount of consideration that the Company expects to receive in the future and that the Company has received but has not recognized as revenue, in exchange for the goods or services to which the asset relates, less the costs that relate directly to providing those goods or services and that have not been recognized as expenses.

Certain costs, which consist primarily of payroll-related costs, are initially deferred when (i) the costs relate directly to a customer contract, (ii) the costs generate or enhance our resources that will be used in satisfying future performance obligations, and (iii) the costs are expected to be recovered.

If these criteria are not met, the costs are expensed as incurred.

Deferred costs are recognized as cost of revenues in the period when the related revenue is recognized, except when the costs incurred exceed the amount expected to be recovered, in which case they are expensed as incurred.

The recoverable amount is estimated to equal the amount of consideration that we have received but not yet recognized as revenue, plus the amount that we expect to receive in the future.

Cost of Revenues

Cost of revenue, which includes the cost of finished goods sold and the cost of customization development services, consist mainly of the costs of raw materials, labor costs, and the allocation of overhead costs incurred in producing batteries or performing the customization work.

Cost of revenue, which includes the cost of finished goods sold and the cost of customization design services, are comprised primarily of costs of raw materials, labor costs and the allocation of overhead costs incurred in producing batteries or performing the customization development work, and the costs of silicon anode batteries purchased from Berzelius (Nanjing) Co.

Ltd., which prior to February 2022 was a subsidiary of Amprius Holdings.

Labor costs consist of personnel-related expenses such as salaries, employee benefits and stock-based compensation expense.

Overhead costs consist primarily of utilities, rent, depreciation expense and other facilities-related costs.

Costs related to batteries and design services are recognized in the same period as the associated revenue.

Overhead and other costs consist primarily of outside services, utilities, rent, depreciation expense and other facilities-related costs.

Costs related to batteries and design services are recognized in the same period as the associated revenue is recognized.

In addition, we include under cost of revenue certain non-capitalizable expenses incurred during the preliminary stage of our plan to construct a GWh-scale manufacturing facility, such as re-zoning costs and engineering studies.

Index to Consolidated Financial Statements

Research and Development Costs

Research and development (“R&D”) costs are expensed as incurred.

These costs consist mainly of personnel-related costs such as salaries, employee benefits and stock-based compensation expense of R&D personnel, outside contractors, materials, R&D equipment, and allocation of overhead costs, which include utilities, rent, depreciation expense and other facilities-related costs.

R&D costs relate to the conceptual formulation and design of preproduction experimental prototypes and models, including the cost of equipment and material for which there is no alternative future use.

These costs consist mainly of personnel-related costs 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.

R&D activities relate to the conceptual formulation and design of preproduction experimental prototypes and models.

Advertising Costs

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Stock-Based Compensation

Amprius Holdings, a major shareholder, granted certain of its employees, directors and contract workers stock-based awards under its Equity Incentive Plan ("Amprius Holdings Plan").

When the Company was formed, certain employees and contract workers of Amprius Holdings were transferred, or provided services, to the Company.

The stock -based compensation costs associated with the outstanding stock-based awards granted to those employees and contract workers were recorded by the Company with a corresponding increase in additional paid-in capital.

In 2016, the Company adopted the 2016 Equity Incentive Plan ("2016 Plan"), which was separate from the Amprius Holdings Plan.

The Company granted stock-based awards under the 2016 Plan to certain employees, directors and contract workers of Amprius Holdings who provided services to the Company.

T he stock -based compensation costs associated with those awards were recorded by the Company.

In September 2022, the Company adopted the 2022 Equity Incentive Plan ("2022 Plan") and terminated the 2016 Plan.

The Company measures stock-based compensation for stock options at fair value on the date of grant using the Black-Scholes option-pricing model.

The Company measures stock-based compensation for restricted stock units ("RSUs") based on the closing price of the Company’s stock.

The Company recognizes stock-based compensation expense on a

Index to Consolidated Financial Statements

straight-line basis over the period from the date of the grant to the date the award is fully vested, which is generally four years .

The Company has elected to account for forfeitures as they occur.

Since the Business Combination, after becoming a public company, the fair value of the shares of common stock underlying stock grants is determined based on the closing price of our common stock.

Amprius Holdings granted certain of its employees, directors and contract workers stock-based awards under its Equity Incentive Plan (“Amprius Holdings 2008 Stock Plan”).

When we were formed, certain employees and contract workers of Amprius Holdings were transferred, or provided services, to us.

We recorded the stock -based compensation costs associated with the outstanding stock-based awards granted to those individuals with a corresponding increase in additional paid-in capital.

In 2016, we adopted the 2016 Equity Incentive Plan (“2016 Plan”), which was separate from the Amprius Holdings Plan.

We granted stock-based awards under the 2016 Plan to certain employees, directors and contract workers of Amprius Holdings who provided services to the Company.

We recorded the stock -based compensation costs associated with those awards.

In September 2022, we adopted the 2022 Equity Incentive Plan (“2022 Plan”) and terminated the 2016 Plan.

We measure stock-based compensation for stock options at fair value on the date of grant using the Black-Scholes option-pricing model.

We measure stock-based compensation for restricted stock units (“RSUs”) based on the closing price of our common stock on the date of grant.

We recognize stock-based compensation expense on a straight-line basis over the period from the date of the grant to the date the award is fully vested, which is generally four years .

We have elected to account for forfeitures as they occur.

The Black-Scholes option-pricing model requires the use of highly subjective assumptions which determine the fair value of stock option awards.

These assumptions include:

• Expected Term — The expected term of stock options represents the period that the Company’s stock-based awards are expected to be outstanding.

As the Company does not have sufficient historical experience for determining the expected term, the expected term has been derived based on the simplified method for awards that qualify as plain-vanilla options.

• Expected Volatility — Since the Company did not have trading history for its common stock, the Company estimated volatility for option grants through December 31, 2022 by evaluating the average historical volatility of a peer group of companies for the period immediately preceding the option grant for a term that is approximately equal to the option’s expected term.

• Risk-Free Interest Rate — The Company bases the risk-free interest rate on the implied yield available on the U.S.

• Expected Term — The expected term of stock options represents the period that our stock-based awards are expected to be outstanding.

The expected term had been derived based on the simplified method for awards that qualify as plain-vanilla options because we have no sufficient historical experience for determining the expected term.

• Expected Volatility — Since we have no sufficient trading history on our common stock, we estimate volatility by evaluating the average historical volatility of a peer group of companies for the period immediately preceding the option grant for a term that is approximately equal to the option’s expected term.

• Risk-Free Interest Rate — We base the risk-free interest rate on the implied yield available on the U.S.

Treasury zero coupon issues with a remaining term equivalent to the expected term of the option.

• Expected Dividend — The Company has not paid dividends and has no plans to pay dividends on its common stock.

Therefore, the Company used an expected dividend yield of zero.

• Expected Dividend — We have not paid dividends and have no plans to pay dividends on our common stock.

Therefore, we use an expected dividend yield of zero.

The Black-Scholes option-pricing model also requires input on the fair value of the underlying common stock.

There is no public market for Amprius Holdings’ common stock and prior to the Business Combination, there was no public market for Legacy Amprius’ common stock.

As such, the fair value of the shares of common stock underlying stock option grants had been determined by the Company’s board of directors at the time of grant by considering a number of objective and subjective factors including important developments in the Company’s operations, valuations performed by an independent third party, the rights, preferences, and privileges of Amprius Holdings’ preferred securities as compared to those of Legacy Amprius' and Amprius Holdings’ common stock, including liquidation preferences of Amprius Holdings’ preferred stock, the Company's stage of development and financial position, the market conditions affecting the industry, the stock price performance and volatility of comparable public companies, and the likelihood of achieving a liquidity event, among other factors.

As such, the fair value of the shares of common stock underlying stock option grants prior to the Business Combination had been determined by our board of directors at the time of grant by considering a number of objective and subjective factors including important developments in our operations, valuations performed by an independent third party, the rights, preferences, and privileges of Amprius Holdings’ preferred securities as compared to those of Legacy Amprius’ and Amprius Holdings’ common stock, including liquidation preferences of Amprius Holdings’

Index to Consolidated Financial Statements

preferred stock, the Company’s stage of development and financial position, the market conditions affecting the industry, the stock price performance and volatility of comparable public companies, and the likelihood of achieving a liquidity event, among other factors.

The third-party valuations were performed in accordance with the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the “Practice Aid”).

The Practice Aid identifies various available methods for allocating the enterprise value across classes of capital stock in determining the fair value of the Company's common stock at each valuation date.

The valuations for Amprius Holdings’ common stock were prepared using the Option Pricing Method ("OPM"), and the valuations for Legacy Amprius' common stock were prepared using the probability-weighed expected return method ("PWERM"), both of which used market approaches to estimate the Company's enterprise value.

The Practice Aid identifies various available methods for allocating the enterprise value across classes of capital stock in determining the fair value of our common stock at each valuation date.

The valuations for Amprius Holdings’ common stock were prepared using the Option Pricing Method (“OPM”), and the valuations for Legacy Amprius’ common stock were prepared using the probability-weighed expected return method (“PWERM”), both of which used market approaches to estimate our enterprise value.

PWERM is a hybrid method where the equity value in one or more of the scenarios is calculated using an OPM.

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Under this method, the common stock has value only if the funds available for distribution to stockholders exceeded the value of the preferred stock liquidation preferences at the time of the liquidity event, such as a strategic sale or a merger.

After the Business Combination, the fair value of the shares of common stock underlying stock option grants is determined based on the closing price of the Company’s stock.

Common Stock Warrants

The Company has freestanding common stock warrants, which are classified as equity in accordance with the applicable guidance in ASC 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity .

Accordingly, a

Index to Consolidated Financial Statements

freestanding instrument, such as a stock warrant, is classified as equity when (i) the instrument is considered indexed to an entity's own stock and (ii) when certain criteria for equity classification are met.

When assessing whether the Company's stock warrants are indexed to its own stock, the Company evaluated the stock warrants' exercise contingencies and adjustment features.

We have classified our freestanding common stock warrants as equity in accordance with the applicable guidance in ASC 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity .

Accordingly, a freestanding instrument, such as a stock warrant, is classified as equity when (i) the instrument is considered indexed to an entity’s own stock and (ii) when certain criteria for equity classification are met.

When assessing whether our stock warrants are indexed to our own stock, we evaluated the stock warrants’ exercise contingencies and adjustment features.

The stock warrants’ exercise contingencies, which are not based on observable market or index, include restriction to exercise a portion of the stock warrants if the holder exceeds specified beneficial ownership limitations and the holder being required to exercise the stock warrants in the event of a reorganization or a warrant redemption.

Since the exercise contingencies are not based on observable market or index, the stock warrants were not precluded from being considered indexed to the Company's own stock.

In addition, the stock warrants' adjustment features, such as a change in exercise price in the event of a stock split or stock dividend and a downward adjustment on the exercise price at the Company's discretion, did not preclude the stock warrants from being considered indexed to the Company's own stock.

The Company also evaluated other provisions in the warrant agreement, such as the share-settlement provision and the replacement of the instrument in the event of a reorganization, and determined that those provisions do not preclude the stock warrants from being classified as equity.

The Company accounts for income taxes in accordance with ASC 740, Income Taxes .

Since the exercise contingencies are not based on observable market or index, the stock warrants were not precluded from being considered indexed to our own stock.

In addition, the stock warrants’ adjustment features, such as a change in exercise price in the event of a stock split or stock dividend and a downward adjustment on the exercise price at our discretion, did not preclude the stock warrants from being considered indexed to our own stock.

We also evaluated other provisions in the warrant agreement, such as the share-settlement provision and the replacement of the instrument in the event of a reorganization, and determined that those provisions do not preclude the stock warrants from being classified as equity.

We account for income taxes in accordance with ASC 740, Income Taxes .

Deferred tax balances are recognized for the estimated future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax basis.

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For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense.

Concurrent with the execution of the Business Combination Agreement, the Company and Amprius Holdings entered into a Tax Sharing Agreement which provides that with respect to any U.S.

federal consolidated group of which Amprius Holdings and the Company are members, Amprius Holdings will be responsible for and will indemnify the Company for the tax liability of such group.

In addition, Amprius Holdings will be responsible for and will indemnify the Company for state taxes of any consolidated, combined or unitary tax group for state tax purposes that includes Amprius Holdings and the Company.

We recognize accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense.

Concurrent with the execution of the Business Combination Agreement, we and Amprius Holdings entered into a Tax Sharing Agreement which provides that with respect to any U.S.

federal consolidated group of which Amprius Holdings and the Company are members, Amprius Holdings will be responsible for and will indemnify us for the tax

Index to Consolidated Financial Statements

liability of such group.

In addition, Amprius Holdings will be responsible for and will indemnify us for state taxes of any consolidated, combined or unitary tax group for state tax purposes that includes Amprius Holdings and the Company.

The Tax Sharing Agreement also provides that Amprius Holdings will generally control any tax returns and any tax audits or other proceedings for the taxes addressed by the Tax Sharing Agreement.

The Tax Sharing Agreement did not have a material impact and is not expected to have a material impact on the Company's future results of operations.

Prior to the Business Combination, any income taxes in the Company’s financial statements have been allocated in a manner that is systematic, rational and consistent.

The Company’s results of operations had historically been included in Amprius Holdings' combined U.S.

The Tax Sharing Agreement did not have a material impact and is not expected to have a material impact on our future results of operations.

Prior to the Business Combination, any income taxes in our financial statements have been allocated in a manner that is systematic, rational and consistent.

Our results of operations had historically been included in Amprius Holdings’ combined U.S.

income tax returns.

Since the Company and Amprius Holdings were members of a consolidated group for federal and state income tax purposes prior to the Business Combination, the net operating loss carryover of the consolidated group would be available to be utilized by either the Company or other members for periods prior to the Business Combination.

Since the Company did not file separate income tax returns from Amprius Holdings, payments to certain tax authorities may have been made directly by Amprius Holdings, and not by the Company.

For tax jurisdictions where the Company was included with Amprius Holdings' consolidated tax filings, the Company did not recognize a tax payable to or from Amprius Holdings, and the payments of taxes were deemed to be settled immediately with the legal entities paying for the taxes in the respective tax jurisdictions.

Since the Company and Amprius Holdings were members of a consolidated group for federal and state income tax purposes prior to the Business Combination, the net operating loss carryover of the consolidated group would be available to be utilized by either us or other members for periods prior to the Business Combination.

Since we did not file separate income tax returns from Amprius Holdings prior to the Business Combination, payments to certain tax authorities during the periods prior to the Business Combination may have been made directly by Amprius Holdings, and not by us.

For tax jurisdictions where we were included with Amprius Holdings’ consolidated tax filings, we did not recognize a tax payable to or from Amprius Holdings, and the payments of taxes were deemed to be settled immediately with the legal entities paying for the taxes in the respective tax jurisdictions.

Net Loss Per Share

Basic net loss per share of common stock is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration of

Index to Consolidated Financial Statements

potentially dilutive securities.

Diluted net loss per share of common stock is calculated by dividing the net loss attributable to common stockholders by the sum of the weighted-average number of shares of common stock outstanding and potentially dilutive securities during the period.

Potentially dilutive securities include shares issuable upon the exercise of stock options, vesting of RSUs and exercise of common stock warrants;

however, these have been excluded from the diluted net loss per share calculation because their effect were anti-dilutive given the net loss of the Company.

however, these have been excluded from the diluted net loss per share calculation because their effect were anti-dilutive given our net loss.

Therefore, the basic and diluted net loss per share of common stock for all periods presented were the same.

Recently Adopted Accounting Standards

In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases, and subsequent amendments to the initial guidance:

ASU 2017-13, ASU 2018-10, ASU 2018-11, ASU 2018-20 and ASU 2019-01 (collectively, “Topic 842”).

Under Topic 842, lessees are required to recognize leases on their balance sheet as an ROU asset and a lease liability.

In addition, lessees are required to classify leases as either operating or finance leases, with classification affecting the pattern and classification of expense recognition in the statement of operations.

The Company adopted Topic 842 using the modified retrospective method effective January 1, 2022.

Under this approach, the Company is not required to restate or disclose the effects of applying Topic 842 for comparative periods.

Upon adoption of Topic 842, the Company has elected to apply the package of practical expedients of not reassessing the following:

(i) whether any expired or existing contracts are, or contain, leases, (ii) the lease classification for any expired or existing leases, and (iii) initial direct costs for any existing leases.

In addition, the Company elected to apply the following policies:

(i) lease arrangements with a term of 12 months or less will not be recognized as ROU assets and lease liabilities, and (ii) non-lease components shall not be separated from the lease components, but instead accounted for as a single lease component.

The Company had a single lease of a real estate asset, which includes the Company's headquarters, research and development facilities, and manufacturing facilities on the date of adoption of Topic 842.

Upon adoption of Topic 842, the lease continued to be classified as an operating lease and the Company recognized the following on January 1, 2022:

• Operating lease liabilities of $ 3.3 million, which represented the present value of the lease payments over the remaining noncancellable lease term and the expected renewal period, discounted using the Company’s incremental borrowing rate of 7.9 %;

• Operating lease ROU assets of $ 3.1 million, which represented the operating lease liabilities of $ 3.3 million, adjusted for deferred rent of $ 240 thousand and prepaid rent of $ 43 thousand;

• Adjustment to accumulated deficit of $ 154 thousand.

The adoption of Topic 842 did not have any other impact on the Company’s balance sheet, results of operations and cash flows as of and during the year ended December 31, 2022.

In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities About Government Assistance , which requires business entities to provide disclosures on material government transactions for annual reporting periods.

The disclosures include information around the nature of the assistance, the related accounting policies used to account for government assistance, the effect of government assistance on the entity’s financial statements, and any significant terms and conditions of the agreements, including commitments and contingencies.

The Company adopted this ASU on January 1, 2022.

Accounting Pronouncements Not Yet Adopted

In November 2019, the FASB issued ASU 2019-10, Financial Instruments – Credit Losses (Topic 326), Effective Dates (“ASU 2019-10”), which amends the transition and effective date of accounting for credit losses under Topic 326 to years beginning after December 15, 2022, with early adoption permitted.

Topic 326 requires that credit losses on financial assets, such as trade and other receivables and available-for-sale debt securities, be recognized as allowance for credit losses.

Credit losses on trade and other receivables will reflect the current estimate of the expected credit losses that generally will result in the earlier recognition of allowances for losses.

Credit losses on available-for-sale debt securities with unrealized losses will be recognized as allowances for credit losses limited to the amount by which fair value is below amortized cost.

In addition, ASU 2019-10 added a provision to allow an entity to irrevocably elect the fair value option in accordance with Subtopic 825-10 for financial instruments within the scope of Subtopic 326-20, except for held to maturity

Recent Accounting Pronouncements

On January 1, 2023, we adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments, and related amendment under ASU 2019-10, which requires that credit losses on financial assets, such as trade and other receivables, be recognized as allowance for credit losses.

Credit losses on trade and other receivables will reflect the current estimate of the expected credit losses that generally will result in the earlier recognition of allowance for credit losses.

The adoption of this ASU did not have a material impact on our consolidated financial statements.

Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

This ASU requires entities to disclose, among others, (i) specific categories in the rate reconciliation table (ii) additional information for reconciling items that meet a quantitative threshold and (iii) the amount of income taxes paid on a disaggregated level.

This ASU is required to be adopted on a prospective basis.

As an emerging growth company, this ASU is effective starting on our annual reporting for the year ending December 31, 2026.

Early adoption is permitted.

We are currently evaluating this ASU.

We believe that the impact of the additional required disclosures will enhance our current financial statement disclosure.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .

This ASU requires entities to disclose, among others, (i) significant segment expenses that are regularly provided to the CODM for measuring segment profit or loss, (ii) amounts for other significant items by reportable segment and (iii) an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding resource allocation.

This ASU is required to be adopted on a retrospective basis starting on our annual reporting for the year ending December 31, 2024.

Early adoption is permitted.

We are currently evaluating this ASU.

We believe that the impact of the additional required disclosures will enhance our financial statement disclosure.

Index to Consolidated Financial Statements

debt securities.

The Company has trade and other receivables, but has no investment in debt securities.

The Company is currently evaluating the impact of Topic 326 on its financial statements.

Business Combination

On September 14, 2022, the Company completed the Business Combination, discussed further in Note 1, which was treated as a reverse recapitalization.

On September 14, 2022, we completed the Business Combination, discussed further in Note 1, which was treated as a reverse recapitalization.

The effects of the Business Combination include the following:

• the Company’s certificate of incorporation was amended and restated to, among other things, authorize the issuance of 1,000,000,000 shares, of which 950,000,000 shares are designated as common stock, $ 0.0001 par value per share, and 50,000,000 shares are designated as preferred stock, $ 0.0001 par value per share;

• all outstanding shares of Legacy Amprius’ common stock were exchanged for a number of the Company’s common stock equal to the number of Legacy Amprius’ shares multiplied by the Exchange Ratio of approximately 1.45590 , or for an aggregate of 65,776,550 shares of the Company’s common stock;

• Each option to purchase Legacy Amprius’ common stock (a “Legacy Amprius Option”), whether vested or unvested, was converted into an option to purchase a number of the Company’s common stock (an “Option”), subject to substantially the same terms and conditions as were applicable prior to the merger, equal to the product of the number of shares of Legacy Amprius’ common stock subject to such Legacy Amprius Option immediately prior to the closing and the Exchange Ratio, at an exercise price per share calculated by dividing the exercise price per share of such Legacy Amprius Option immediately prior to the Business Combination by the Exchange Ratio.

• our certificate of incorporation was amended and restated to, among other things, authorize the issuance of 1,000,000,000 shares, of which 950,000,000 shares are designated as common stock, $ 0.0001 par value per share, and 50,000,000 shares are designated as preferred stock, $ 0.0001 par value per share;

• all outstanding shares of Legacy Amprius’ common stock were exchanged for a number of our common stock equal to the number of Legacy Amprius’ shares multiplied by the Exchange Ratio of approximately 1.45590 , or for an aggregate of 65,776,550 shares of our common stock;

• Each option to purchase Legacy Amprius’ common stock (a “Legacy Amprius Option”), whether vested or unvested, was converted into an option to purchase a number of our common stock (an “Option”), subject to substantially the same terms and conditions as were applicable prior to the merger, equal to the product of the number of shares of Legacy Amprius’ common stock subject to such Legacy Amprius Option immediately prior to the closing and the Exchange Ratio, at an exercise price per share calculated by dividing the exercise price per share of such Legacy Amprius Option immediately prior to the Business Combination by the Exchange Ratio.

At Closing Date, the Legacy Amprius Options were converted to Options to receive an aggregate of 14,223,410 shares of common stock, of which 6,664,919 shares remained subject to vesting obligations.

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The exercise price of each PIPE warrant is $ 12.50 per share.

The Company may be able to redeem the PIPE Warrants if the price per share of the Company's common stock equals or exceeds $ 20.00 per share for at least 20 trading days during a period of 30 consecutive trading days prior to the redemption date.

The Company’s outstanding shares of common stock immediately after giving effect to the Business Combination and the PIPE totaled 84,168,916 shares.

The Company received net proceeds from the Business Combination and the PIPE totaling $ 70.9 million, after deducting transaction and issuance costs.

Transaction costs paid by the Company, which consisted of direct and incremental costs, such as legal, consulting and advisory fees incurred in connection with the Business Combination, totaled $ 6.9 million during the year ended December 31, 2022.

These costs were classified as a reduction of additional paid-in capital in the accompanying consolidated balance sheet.

We may be able to redeem the PIPE warrants if the price per share of our common stock equals or exceeds $ 20.00 per share for at least 20 trading days during a period of 30 consecutive trading days prior to the redemption date.

Our outstanding shares of common stock immediately after giving effect to the Business Combination and the PIPE totaled 84,168,916 shares.

We received net proceeds from the Business Combination and the PIPE totaling $ 70.9 million, after deducting transaction and issuance costs.

Transaction and issuance costs paid by us, which consisted of direct and incremental costs, such as legal, consulting and advisory fees incurred in connection with the Business Combination, totaled $ 6.9 million.

These costs were classified as a reduction of additional paid-in capital in the accompanying consolidated balance sheets.

Disaggregation of Revenue

Revenue from customers consists mainly of customized design services arrangements and sale of battery products.

Revenue from customized design services arrangements, which may include a requirement to achieve certain agreed upon milestones, is recognized when the battery design is completed and the final prototype batteries are delivered.

Revenue from sale of battery products is recognized upon shipment.

The Company disaggregates its revenue from customers by the type of arrangement, either as customization design services or as sale of battery products, as this depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

The table below shows the composition of revenue from customers, as disaggregated by type of arrangement in accordance with Topic 606, and other revenue from government grants accounted for using the analogy from IAS 20 (in thousands).

Index to Consolidated Financial Statements

Revenue from customers consists mainly of sale of battery products and customization design services arrangements.

We disaggregate our revenue from customers by the type of arrangement, either as sale of battery products or as customization design services, as this depicts how the nature, amount, timing, and uncertainty of our revenue and cash flows are affected by economic factors.

The table below shows the composition of revenue from customers, as disaggregated by type of arrangement in accordance with Topic 606, and other revenue from a government grant accounted for using the analogy from IAS 20 (in thousands).

Year ended December 31,

Revenue from contract with customers:

Customized design services $ 1,836 $ 1,621

Sale of batteries 2,346 1,151

Total revenue from contract with customers 4,182 2,772

Revenue from customers:

Sale of battery products $ 4,900 $ 2,346

Customization design services

Total revenue from customers 8,791 4,182

Other revenue – government grant

Total revenue $ 9,053 $ 4,409

Revenue from sale of batteries includes bill-and-hold arrangements, which amounted to $ 768 thousand and $ 670 thousand during the years ended December 31, 2022 and 2021, respectively.

Revenue from sale of battery products include s a bill-and-hold arrangement with a customer, which amounted to $ 1.1 million and $ 0.8 million during the years ended December 31, 2023 and 2022, respectively.

Index to Consolidated Financial Statements

Contract Balances

The timing of revenue recognition, billings and cash collections can result in the recognition of accounts receivable, contract assets and contract liabilities.

Accounts receivable is the Company’s right to consideration that is unconditional, and include amounts that are unbilled at the end of the period that are expected to be billed and collected within a 12-month period.

The timing of revenue recognition, billings and cash collections can result in accounts receivable, contract assets recorded as unbilled receivables, and contract liabilities recorded as deferred revenue.

Accounts receivable represents our right to consideration that is unconditional.

A right to consideration is unconditional if only the passage of time is required before payment of that consideration is due.

The opening balance of accounts receivable as of January 1, 2021 was $ 348 thousand.

As of December 31, 2022 and 2021, the accounts receivable balance was $ 686 thousand and $ 262 thousand, respectively.

Unbilled accounts receivable, included in the accounts receivable, was $ 77 thousand as of December 31, 2022 and none as of December 31, 2021.

Contract assets relate to rights to consideration that is conditional up on factors other than the passage of time.

There were no contract assets in the accompanying consolidated balance sheets as of December 31, 2022 and 2021 and January 1, 2021.

Accounts receivable was $ 1.3 million, $ 0.7 million and $ 0.3 million as of December 31, 2023, December 31, 2022 and January 1, 2022, respectively.

Contract assets primarily relate to the rights to consideration for progress on contractual requirements performed but not billed at the reporting date.

The contract assets are transferred to accounts receivable when the rights become unconditional.

We had no contract assets as of December 31, 2023 and 2022.

Contract liabilities consist primarily of deferred revenue, which is the amount of progress payments received or billed in advance of revenue recognition.

Deferred revenue is subsequently recognized as revenue when the performance obligation is satisfied.

The Company’s contracts with customers are generally billed based on pre-defined milestones stipulated in the contract.

The opening balance of deferred revenue as of January 1, 2021 was $ 1.7 million.

As of December 31, 2022 and 2021, the total deferred revenue was $ 3.4 million and $ 2.9 million, respectively.

Deferred revenue is classified as either short-term or long term when the performance obligation is estimated to be satisfied within twelve months or more than twelve months, respectively, following the balance sheet date.

Deferred revenue was $ 3.4 million, $ 3.4 million and $ 2.9 million as of December 31, 2023, December 31, 2022, and January 1, 2022, respectively.

Deferred revenue as of December 31, 2022 increased compared to the deferred revenue as of January 1, 2022 primarily due to progress payments for certain customer contracts that have not been recognized as revenue as of the end of the period.

During the years ended December 31, 2023 and 2022, revenue recognized from the prior year deferred revenue balance was $ 2.7 million and $ 1.7 million , respectively.

Remaining Performance Obligations

The Company has performance obligations associated with commitments in customer contracts for future services that have not yet been recognized as revenue.

We have performance obligations associated with commitments in customer contracts for future services that have not yet been recognized as revenue.

As of December 31, 2023, the aggregate amount of the transaction price allocated to the remaining performance obligations related to customer contracts that were unsatisfied or partially unsatisfied, including deferred revenue, was approximately $ 9.4 million.

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Deferred Costs

Deferred costs, which consist primarily of capitalized payroll-related costs to fulfill obligations under customer contracts, totaled $ 2.3 million and $ 1.9 million as of December 31, 2022 and 2021, respectively.

The amortization of deferred costs, which is included in cost of revenue in the accompanying consolidated statements of operations, was $ 1.6 million and $ 0.5 million during the years ended December 31, 2022 and 2021, respectively.

The Company evaluates deferred costs for impairment and recognizes any impairment loss in cost of revenues.

During the years ended December 31, 2022 and 2021, cost of revenues includes costs incurred on certain customized design service contracts that were in excess of the amount expected to be recovered.

Index to Consolidated Financial Statements

Deferred costs, which consist primarily of capitalized payroll-related costs to fulfill obligations under our customer contracts, tot aled $ 0.8 million and $ 2.3 million as of December 31, 2023 and 2022, respectively.

The amortization of deferred costs, which is included in cost of revenue in the accompanying consolidated statements of operations, were $ 3.1 million and $ 1.6 million during the years ended December 31, 2023 and 2022, respectively.

The Co mpany evaluates deferred costs for impairment and recognizes any impairment loss in cost of revenues in the current period.

During the years ended December 31, 2023 and 2022, cost of revenues includes costs incurred on certain customization design service contracts that were in excess of the amount expected to be recovered.

Grant Revenue

In September 2022, the U.S.

DOE's Advanced Manufacturing Office awarded the Company a grant totaling $ 1.0 million for the Company to use in further maturing its process for manufacturing nanowire-based silicon anodes.

The grant will be paid over a period of two years , subject to the terms and conditions of the award.

The Company recognized $ 227 thousand of grant revenue during the year ended December 31, 2022 and presented the amount as part of revenue on the accompanying consolidated statement of operations.

Inventory consisted of the following (in thousands):

Raw material $ 180 $ 231

Department of Energy’s Advanced Manufacturing Office awarded us a grant in 2022 that ended in 2023 that we used to further mature our process for manufacturing nanowire-based silicon anodes.

The total amount that we received and recognized as other revenue in the accompanying consolidated statements of operations were $ 0.3 million and $ 0.2 million during the years ended December 31, 2023 and 2022, respectively.

Index to Consolidated Financial Statements

Inventories consisted of the following (in thousands):

Raw materials $ 172 $ 180

Work in process 113 218

Finished goods 445 102

Inventory $ 500 $ 500

Total inventories $ 730 $ 500

Property, Plant and Equipment, Net

Property, plant and equipment, net consisted of the following (in thousands):

Pilot production equipment $ 4,488 $ 4,041

Production equipment $ 6,253 $ 4,488

Lab equipment 2,502 2,304

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Property, plant and equipment, net $ 21,760 $ 4,236

Construction in progress consisted primarily of pilot production and other equipment that have not been placed in service as of December 31, 2022.

Depreciation and amortization expense was $ 1.5 million and $ 1.4 million during the years ended December 31, 2022 and 2021, respectively.

Construction in progress consisted primarily of production and other equipment that have not been placed in service as of December 31, 2023 and 2022 .

Depreciation and amortization expens e was $ 1.8 million and $ 1.5 million during the years ended December 31, 2023 and 2022, respectively.

Accrued and Other Current Liabilities

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Accrued professional fees 1,703 1,840

Accrued purchases of finished goods for resale 447 —

Accrued financing costs — 194

Accrued tax payable 106 145

Deferred rent — 87

Other 374 193

Total accrued and other current liabilities $ 5,594 $ 2,708

Index to Consolidated Financial Statements

In May 2020, the Company received a loan through the Paycheck Protection Program (“PPP”) of the U.S.

Small Business Administration (“SBA”) under the CARES Act for an aggregate principal amount of $ 0.7 million (the “PPP loan”).

In June 2021, SBA approved the Company’s loan forgiveness application for the entire balance of the PPP loan, including accrued interest.

The Company recorded a gain on forgiveness of the PPP loan of $ 0.7 million during year ended December 31, 2021.

Stockholders’ Equity

Common and Preferred Stock

As of December 31, 2022, t he Company was authorized to issue 1,000,000,000 shares of stock, of which 950,000,000 shares are designated as common stock, $ 0.0001 par value per share, and 50,000,000 shares are designated as preferred stock, $ 0.0001 par value per share.

As of December 31, 2023, we had a total of 1,000,000,000 shares of stock authorized to be issued, of which 950,000,000 shares are designated as common stock, $ 0.0001 par value per share, and 50,000,000 shares are designated as preferred stock, $ 0.0001 par value per share.

Holders of common stock are entitled to one vote for each share held and entitled to receive dividends when and if declared by the board of directors.

The Company has not declared any dividends through and as of December 31, 2022.

We have not declared any dividends as of and through December 31, 2023.

Index to Consolidated Financial Statements

Equity Incentive Plans

The Company adopted the 2022 Equity Incentive Plan ("2022 Plan") effective September 14, 2022.

We adopted the 2022 Plan effective September 14, 2022.

The 2022 Plan authorizes awards in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, or performance awards and may be granted to directors, employees or consultants.

The Company initially reserved a total of 9,900,000 shares of the Company’s common stock for issuance under the 2022 Plan, subject to the adjustment provisions and the evergreen provisions contained in the 2022 Plan.

In addition, the shares reserved for issuance under the 2022 Plan include any assumed awards that, on or after the closing of the Business Combination, were cancelled, expired or otherwise terminated without having been exercised in full, were tendered to or withheld by the Company for payment of an exercise price or for tax withholding obligations, or were forfeited to or repurchased by the Company due to failure to vest (provided that the maximum number of shares that may be added to the 2022 Plan is 15,000,000 shares).

The number of shares available for issuance under the 2022 Plan will be increased annually beginning January 1, 2023 equal to the lesser o f (i) 30,000,000 shares, (ii) 5 % of the total number of shares of common stock outstanding as of the last day of the immediately preceding fiscal year, or (iii) as may be determined by the Plan administrator.

As of December 31, 2022, a total of 9,722,507 shares of common stock were reserved for issuance under the 2022 Plan.

Prior to the Business Combination, the Company maintained the 2016 Equity Incentive Plan (“2016 Plan”), which was adopted effective December 1, 2017.

The 2016 Plan was terminated concurrently with the adoption of the 2022 Plan.

As a result, no additional awards will be granted under the 2016 Plan.

As of December 31, 2023 , the total number of shares reserved for issuance under the 2022 Plan was 13,636,700 , which includes the annual increase in shares reserved pursuant to the evergreen provisions contained in the 2022 Plan and the assumed awards that were cancelled, expired or otherwise terminated without having been exercised in full, were tendered to or withheld for payment of an exercise price or for tax withholding obligations, or were forfeited to or repurchased due to failure to vest.

The number of shares available for issuance under the 2022 Plan may be increased annually at the beginning of the fiscal year, subject to certain limitations.

The 2016 Plan, which we maintained prior to the Business Combination, was terminated concurrently with the adoption of the 2022 Plan.

However, the 2016 Plan continues to govern the terms and conditions of the outstanding awards previously granted under the 2016 Plan.

1 unchanged sentence

Stock Options

Stock options granted under the Equity Incentive Plans provided for an exercise price not less than 100 % of the fair value at the grant date, unless the optionee is a 10 % stockholder, in which case the option price would not be less than 110 % of such fair market value.

Options granted generally have a maximum term of 10 years from grant date or 90 days from the termination of the optionee, are exercisable upon vesting unless otherwise designated for early exercise by the Board of Directors at the time of grant, and generally vest over a period of four years .

Stock options granted under the Equity Incentive Plans provided for an exercise price of not less than 100 % of the fair value at the grant date, unless the optionee is a 10 % stockholder, in which case the option price would not be less than 110 % of such fair market value.

Options granted generally have a maximum term of 10 years from grant date or 90 days from the termination of the optionee, are exercisable upon vesting unless otherwise designated for early exercise by the board of directors at the time of grant, and generally vest over a period of 4 years , subject to the continued employment or services of the optionee .

A summary of option activity under the Equity Incentive Plans as of December 31, 2023, and changes during the year ended December 31, 2023, is as follows:

Index to Consolidated Financial Statements

shares Weighted-

1 unchanged sentence

per share Weighted-

Term (in Years) Average

(in years) Aggregate

(in thousands)

6 unchanged sentences

Vested and expected to vest at December 31, 2023 12,812,942 $ 1.43 6.3 $ 49,466

The weighted-average grant date fair value of options granted under the Equity Incentive Plans during the years ended December 31, 2022 and 2021 was $ 1.68 and $ 1.14 per share, respectively.

The fair value of options granted was estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

Year ended December 31,

There were no stock option grants during the year ended December 31, 2023.

The weighted-average grant date fair value of options granted under the Equity Incentive Plans during the year ended December 31, 2022 was $ 1.68 per share.

The fair value was estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

December 31, 2022

Dividend yield — %

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Risk-free rate 2.7 %

The total intrinsic value of options exercised during the years ended December 31, 2022 and 2021 was $ 1.2 million and $ 54 thousand, respectively.

The fair value of options vested during the years ended December 31, 2022 and 2021 was $ 2.2 million and $ 0.9 million, respectively.

As of December 31, 2022, there was approximately $ 8.6 million of total unrecognized compensation cost related to outstanding stock options.

That cost is expected to be recognized over a weighted-average period of 3.1 years.

The total intrinsic value of options exercised during the years ended December 31, 2023 and 2022 was $ 5.1 million and $ 1.2 million, respectively.

The intrinsic value was calculated as the difference between the market price of our

Index to Consolidated Financial Statements

common stock and the exercise price of the in-the-money stock options at exercise.

The fair value of stock options that vested during the years ended December 31, 2023 and 2022 was $ 2.7 million and $ 2.2 million, respectively.

As of December 31, 2023, the total unamortized stock-based compensation expense related to the unvested stock options was approximately $ 5.6 million, which we expect to amortize over a weighted-average period of 2.2 years.

Restricted Stock Units (“RSUs”)

The fair value of RSUs is determined based upon the market closing price of the Company’s common stock on the date of grant.

The fair value of RSUs is determined based upon the market closing price of our common stock on the date of grant.

RSUs generally vest over a period of approximately 4 years from the date of grant, subject to the continued employment or services of the grantee .

A summary of RSU activity under the Equity Incentive Plans as of December 31, 2022, and changes during the year ended December 31, 2022, is as follow:

A summary of RSU activity under the Equity Incentive Plans as of December 31, 2023, and changes during the year ended December 31, 2023, is as follows:

shares Weighted-average

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Granted 408,266 $ 7.06

Expired/Forfeited — —

Vested ( 48,125 ) $ 10.21

Forfeited — $ —

Outstanding at December 31, 2023 545,141 $ 7.91

As of December 31, 2022, the total unrecognized stock-based compensation expense related to the unvested RSUs was approximately $ 1.9 million, which the Company expects to recognize over a weighted-average period of 4.0 years.

Amprius Holdings Equity Incentive Plan

Index to Consolidated Financial Statements

Under the Amprius Holdings Plan, Amprius Holdings granted certain of its employees, directors and contract workers stock-based awards under such plan.

When the Company was formed, certain employees, directors and contract workers of Amprius Holdings were transferred, or provided services, to the Company.

As a result, the stock-based compensation costs associated with the outstanding stock-based awards granted to those employees, directors and contract workers were recorded by the Company from the date of their transfer to the Company up to the remaining vesting period of their outstanding awards, with a corresponding increase in additional paid-in capital.

The stock option grants under the Amprius Holdings Plan expire 10 years from the date of grant or 90 days from the termination of the optionee, vest over a period of two to four years , and are exercisable for shares of Amprius Holdings’ common stock.

Amprius Holdings has not granted stock options under the Amprius Holdings Plan to its employees or contractors who continued to provide services to the Company during the year ended December 31, 2022.

Additionally, there were no stock options attributable to those employees and contractors of Amprius Holdings that were transferred or continued to provide services to the Company that were exercised or forfeited during the year ended December 31, 2022.

The fair value of options granted under the Amprius Holdings Plan during the year ended December 31, 2021 was estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

(i) divided yield of 0 %, (ii) expected volatility of 52.2 %, (iii) expected term of 5.0 years and (iv) risk free rate of 1.2 %.

The weighted-average grant-date fair value of options granted under the Amprius Holdings Plan during the year ended December 31, 2021 was $ 2.50 per share.

The total intrinsic value of stock options exercised under the Amprius Holdings Plan was $ 28 thousand during the year ended December 31, 2021.

The fair value of options vested during the years ended December 31, 2022 and 2021 was $ 424 thousand and $ 273 thousand, respectively.

As of December 31, 2022, there was approximately $ 16 thousand of total unrecognized compensation cost related to outstanding stock options.

That cost is expected to be recognized over a weighted-average period of approximately 1.3 years.

The weighted-average grant date fair value of RSUs granted during the year ended December 31, 2022 was $ 10.40 per share.

The fair value of RSUs that vested during the year ended December 31, 2023 was $ 0.5 million.

As of December 31, 2023, the total unamortized stock-based compensation expense related to the unvested RSUs was approximately $ 3.6 million, which we expect to amortize over a weighted-average period of 2.8 years.

Amprius Holdings 2008 Stock Plan

When we were formed, certain employees and contract workers of Amprius Holdings were transferred, or provided services, to us.

As a result, we recorded the stock-based compensation costs associated with the outstanding stock options of those individuals under the Amprius Holdings 2008 Stock Plan with a corresponding increase in additional paid-in capital.

Those outstanding stock options are exercisable for shares of Amprius Holdings’ common stock and expire 10 years from the date of grant or 90 days from the date of termination.

The fair value of those stock options that vested was de minimis during the year ended December 31, 2023 and was $ 0.4 million during the year ended December 31, 2022.

As of December 31, 2023, the unrecognized compensation cost related to those outstanding stock options under the Amprius Holdings 2008 Plan was de minimis.

There were no stock grants to those individuals under the Amprius Holdings 2008 Stock Plan during the years ended December 31, 2023 and 2022.

Employee Stock Purchase Plan (“ ESPP”)

The Company adopted the ESPP effective September 14, 2022.

Under the ESPP, the Company's maximum number of shares available for issuance is 990,000 s hares of common stock, which number may be increased annually beginning January 1, 2023, subject to certain limitations under the ESPP.

The ESPP is intended to qualify under Section 423 of the Internal Revenue Code of 1986 (as amended) and will provide eligible employees an opportunity to purchase the Company’s common stock at a discount through payroll deductions.

Under the ESPP, the Company may specify offering periods, provided that no offering period will have a duration exceeding 27 months.

The purchase price per share is equal to 85 % of the fair market value of a share of the Company’s common stock on the (i) offering date or (ii) purchase date, whichever is lower.

The Company has not established an offering under the ESPP as of December 31, 2022.

We adopted the ESPP effective September 14, 2022.

As of December 31, 2023, the total number of shares reserved for issuance was 1,836,101 , which number may be increased annually at the beginning of the fiscal year, subject to certain limitations.

The ESPP is intended to qualify under Section 423 of the Internal Revenue Code of 1986 (as amended) and will provide eligible employees an opportunity to purchase our common stock at a discount through payroll deductions.

Under the ESPP, we may specify offering periods, provided that no offering period will have a duration exceeding 27 months.

The purchase price per share is equal to 85 % of the fair market value of our common stock on the (i) offering date or (ii) purchase date, whichever is lower.

As of December 31, 2023, there were no offerings established under the ESPP.

Executive Incentive Compensation Plan

On September 14, 2022, the Company’s board of directors approved the Company’s Executive Incentive Compensation Plan, which will allow the Company to grant incentive awards to certain executive employees, generally payable in cash, based upon achieving specified goals.

The Company has the right to settle the award by granting an equity award, which may be subject to vesting conditions.

All awards under the Executive Incentive Compensation Plan will be subject to reduction, cancellation, forfeiture, or recoupment in accordance with any clawback policy that the Company is required to adopt pursuant to applicable laws.

As of December 31, 2022, there were no grants under the Executive Incentive Compensation Plan.

On September 14, 2022, our board of directors approved our Executive Incentive Compensation Plan, which will allow us to grant incentive awards to certain executive employees, generally payable in cash, based upon achieving specified goals.

We have the right to settle the award by granting an equity award, which may be subject to vesting conditions.

All awards under the Executive Incentive Compensation Plan will be subject to reduction, cancellation,

Index to Consolidated Financial Statements

Stock Warrants

forfeiture, or recoupment in accordance with any clawback policy that we are required to adopt pursuant to applicable laws.

As of December 31, 2023, there were no grants under the Executive Incentive Compensation Plan.

Common Stock Warrants

Outstanding stock warrants consisted of the following as of December 31, 2023:

warrants Exercise price

Per Share Expiration Date

per share Expiration

Public warrants 29,268,236 $ 11.50 September 14, 2027

1 unchanged sentence

PIPE warrants 2,052,500 $ 12.50 September 14, 2027

Holders of the Public Warrants and Private Warrants are entitled to purchase one share of the Company's common stock at a price of $ 11.50 per share subject to adjustment pursuant to the Warrant Agreement, dated as of March 1, 2022.

The Public Warrants are listed on the NYSE and are redeemable by the Company when the price per share of the Company's common stock equals or exceeds $ 18.00 per share for at least 20 trading days during a period of 30 consecutive trading days prior to the redemption date.

The Private Warrants are not listed on any securities exchange and not redeemable by the Company.

Holders of the public warrants and private warrants are entitled to purchase one share of our common stock at a price of $ 11.50 per share subject to adjustment pursuant to the Warrant Agreement, dated as of March 1, 2022.

The public warrants are listed on the New York Stock Exchange and are redeemable by us when the price per share of our common stock equals or exceeds $ 18.00 per share for at least twenty trading days during a period of thirty consecutive trading days prior to the redemption date.

The private warrants are not listed on any securities exchange and not redeemable.

The PIPE warrants are substantially identical to the public warrants, except that the exercise price of each PIPE warrant is $ 12.50 per share.

In addition, the Company may only be able to redeem the PIPE Warrants if the price per share of the Company's common stock equals or exceeds $ 20.00 per share for at least 20 trading days during a period of 30 consecutive trading days prior to the redemption date.

In addition, we may only be able to redeem the PIPE warrants if the price per share of our common stock equals or exceeds $ 20.00 per share for at least twenty trading days during a period of thirty consecutive trading days prior to the redemption date.

The PIPE warrants are also not listed on any securities exchange.

2 unchanged sentences

Any subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.

Common Stock Purchase Agreement

On September 27, 2022, the Company entered into a Purchase Agreement with BRPC II, pursuant to which the Company, at its option, has the right to sell to BRPC II up to $ 200.0 million of its common stock from time to time until January 1, 2025.

The purchase price will be determined by reference to the volume weighted average price of the Company’s common stock (as defined in the Purchase Agreement), less a discount of 3 %.

The Company cannot issue to BRPC II more than 19.99 % of the aggregate number of shares of the common stock issued and outstanding immediately prior to the execution of the Purchase Agreement, except in limited circumstances.

Proceeds from the sale of the Company’s common stock to BRPC II will depend upon the frequency and the market price of the Company’s common stock on the date of sale.

The Company issu ed 84,793 s hares of common stock to BRPC II upon execution of the Purchase Agreement as consideration for BRPC II’s commitment to purchase shares of the Company’s common stock.

The Company incurred a total of $ 0.6 million in costs related to the execution of the Purchase Agreement and the issuance of the initial commitment shares during the year ended December 31, 2022 and such amount is initially recorded as deferred stock issuance costs included in other assets in the accompanying consolidated balance sheet as of December 31, 2022 .

Such deferred stock issuance cost will be charged proportionally against the gross proceeds of future shares issued to BRPC II based upon the total estimated funds the Company expect to raise under the Purchase Agreement.

There were no other shares issued under the Purchase Agreement as of December 31, 2022.

Stock-Based Compensation

Stock-based compensation from stock options and RSUs under the Equity Incentive Plans and stock-based compensation from stock options under the Amprius Holdings Plan that were recorded by the Company were included in the following lines in the accompanying consolidated statements of operations during the periods presented (in thousands):

At Market Issuance Sales Agreement

On October 2, 2023, we entered into the Sales Agreement with the Sales Agents, pursuant to which we may offer and sell, from time to time, through or to any Sales Agent, shares of our common stock with an aggregate offering price of not more than $ 100.0 million, as described in our prospectus supplement dated October 10, 2023 filed with the Securities and Exchange Commission (“SEC”).

The unamortized deferred stock issuance cost related to the Sales Agreement, which is included in other assets in the accompanying consolidated balance sheets and will be charged proportionally against the proceeds from issuance of shares, was $ 0.2 million as of December 31, 2023.

Stock Purchase Agreement

On September 27, 2022, we entered into a Purchase Agreement with BRPC II, pursuant to which BRPC II committed to purchase up to $ 200.0 million of our common stock until January 1, 2025.

On October 2, 2023, we and BRPC II mutually agreed to terminate the Purchase Agreement concurrent with our execution of the Sales Agreement.

The termination of the Purchase Agreement became effective on October 10, 2023 upon the effectiveness of our registration statement on Form S-3 filed with the SEC.

The cumulative proceeds from the sale of shares of common stock under the Purchase Agreement, which totaled 2,952,763 shares, was $ 19.1 million.

The purchase price under the Purchase Agreement was determined by reference to the volume weighted average price of our common stock, less a discount of 3 %.

The unamortized balance of the deferred stock issuance costs related to the Purchase Agreement, which amounted to $ 0.6 million, was expensed upon the termination of the Purchase Agreement on October 10, 2023.

Index to Consolidated Financial Statements

Years ended December 31,

Stock-Based Compensation

Stock-based compensation from stock options and RSUs under the Equity Incentive Plans and from stock options under the Amprius Holdings 2008 Stock Plan that we recorded were included in the following lines in the accompanying consolidated statements of operations during the periods presented (in thousands):

Year ended December 31,

Cost of revenue $ 865 $ 516

1 unchanged sentence

Selling, general and administrative 2,829 2,166

Total stock-based compensation $ 2,709 $ 2,473

Prior to the Business Combination, the Company did not file separate income tax returns as they were included in the consolidated income tax returns of Amprius Holdings.

As a result, the Company's provision for income taxes prior to the Business Combination was determined using a method consistent with a separate return basis, as if the Company was a separate taxpayer.

Total stock-based compensation expense $ 3,880 $ 2,709

Prior to the Business Combination, we did not file separate income tax returns as they were included in the consolidated income tax returns of Amprius Holdings.

As a result, our provision for income taxes prior to the Business Combination was determined using a method consistent with a separate return basis, as if we were a separate taxpayer.

The components of loss before provision for income taxes were as follows (in thousands):

2 unchanged sentences

Total $ ( 36,776 ) $ ( 17,332 )

The provision for income taxes during the years ended December 31, 2022 and 2021 were not material.

There were no provision for income taxes during the years ended December 31, 2023 and 2022.

The provision for income taxes differed from the amount computed by applying the federal statutory rate, which was 21.0% during the years ended December 31, 2023 and 2022, to the loss before provision for income taxes as follows (in thousands):

4 unchanged sentences

Change in valuation allowance 8,228 ( 8,858 )

Transaction costs 515 —

Stock-based compensation and other 429 ( 56 )

Deconsolidation adjustment — 13,318

Other ( 56 ) 65

Provision for income taxes $ — $ —

3 unchanged sentences

Net operating loss carryforwards $ 16,699 $ 10,326

Tax credits 819 1,900

Operating lease liabilities 9,078 783

Stock-based compensation 725 —

Accruals, reserves and other 624 757

Tax credits 1,080 819

Capitalized research and development 1,511 336

Valuation allowance ( 12,900 ) ( 20,697 )

Accruals and other 1,016 624

Stock-based compensation 715 725

Total deferred tax assets 30,099 13,613

Valuation allowance ( 21,128 ) ( 12,900 )

Deferred tax assets 8,971 713

Deferred tax liabilities:

Property, plant and equipment — ( 85 )

Operating lease right-of-use assets ( 8,971 ) ( 713 )

3 unchanged sentences

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences will become deductible.

The Company assesses available positive and negative evidences to estimate whether sufficient future taxable income will be generated to permit the use of existing deferred tax assets.

We assess available positive and negative evidences to estimate whether sufficient future taxable income will be generated to permit the use of existing deferred tax assets.

A significant piece of objective negative evidence is the cumulative losses incurred since inception, supported by negative subjective evidence of no expectations of future taxable income.

Based on this evaluation, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be realized and, accordingly, has provided a valuation allowance.

The valuation allowance decreased by $ 7.8 million and increased by $ 2.7 million during the years ended December 31, 2022 and 2021, respectively.

The valuation allowance increased by $ 8.2 million and decreased by $ 7.8 million during the years ended December 31, 2023 and 2022, respectively.

Net operating losses (“NOL”) and tax credit carryforwards were as follows as of December 31, 2023:

(In thousands) Expiration Years

(In thousands) Expiration

NOL, federal (after December 31, 2017) $ 58,825 Do not expire

3 unchanged sentences

Tax credits, state $ 618 Do not expire

The utilization of NOL and tax credit carryforwards are subject to certain limitations under Section 382 of the Internal Revenue Code of 1986, as amended, in the event of a change in the Company’s ownership, as defined in the current income tax Regulations.

The utilization of NOL and tax credit carryforwards are subject to certain limitations under Section 382 of the Internal Revenue Code of 1986, as amended, in the event of a change in our ownership, as defined in the current income tax regulations.

Ownership changes prior to the Business Combination did not result in a limitation that will materially reduce the total amount of NOL carryforwards and credits that can be utilized.

Subsequent ownership changes may affect the limitation in future years.

As a result of the Business Combination, the Company was deconsolidated from Amprius Holdings for federal and state income tax purposes.

The Internal Revenue Code and related Regulations provide for a methodology for the allocation of the cumulative NOL carryovers between the Company and Amprius Holdings upon deconsolidation.

Based on the methodology used, the federal and state NOL carryovers have been reduced by approximately $ 43.1 million and $ 40.3 million, respectively, and the federal and state R&D tax credit carryovers have been reduced by approximately $ 0.7 million and $ 1.0 million, respectively, during the year ended December 31, 2022.

During the year ended December 31, 2022, we were deconsolidated from Amprius Holdings for federal and state income tax purposes as a result of the Business Combination.

The Internal Revenue Code and related regulations provide for a methodology for the allocation of the cumulative NOL carryovers between us and Amprius Holdings upon deconsolidation.

Based on the methodology used, our federal and state NOL carryovers during the year ended December 31, 2022 were reduced by approximately $ 43.1 million and $ 40.3 million, respectively, and our federal and state R&D tax credit carryovers were reduced by approximately $ 0.7 million and $ 1.0 million, respectively.

Index to Consolidated Financial Statements

A reconciliation of the unrecognized tax benefits is as follows (in thousands):

Year ended December 31,

Balance at beginning of year $ 297 $ 709

2 unchanged sentences

Balance at end of year $ 393 $ 297

The entire amount of the unrecognized tax benefits would not impact the Company’s effective tax rate if recognized and there would be no cash tax impact.

The Company has elected to include interest and penalties as a component of income tax expense.

During the years ended December 31, 2022 and 2021, the Company did no t recognize interest and penalties related to unrecognized tax benefits.

The Company does not anticipate that the amount of existing unrecognized tax benefits will significantly increase or decrease during the next 12 months.

Prior to the Business Combination, the Company had been included in Amprius Holdings' consolidated income tax returns in the U.S.

The entire amount of the unrecognized tax benefits would not impact our effective tax rate if recognized and there would be no cash tax impact.

We have elected to include interest and penalties as a component of income tax expense.

During the years ended December 31, 2023 and 2022, we did no t recognize interest and penalties related to unrecognized tax benefits.

We do not anticipate that the amount of existing unrecognized tax benefits will significantly increase or decrease during the next 12 months.

Prior to the Business Combination, we had been included in Amprius Holdings’ consolidated income tax returns in the U.S.

federal and California tax jurisdictions.

For periods after the Business Combination, the Company will file income tax returns separate from Amprius Holdings.

For periods after the Business Combination, we filed income tax returns separate from Amprius Holdings.

The federal and state income tax returns from inception to December 31, 2023 remain subject to examination.

The Company had a space and facility sharing arrangement with Amprius Holdings to use the equipment owned by Amprius Holdings and the spaces leased by Amprius Holdings as its administrative and sales office, research and development lab, and production and engineering facilities.

Effective May 1, 2022, Amprius Holdings assigned to the Company the office lease that covers all facilities that the Company uses in its operations.

During the period from January 1, 2022 through May 1, 2022 and the year ended December 31, 2021, the Company paid Amprius Holdings an average monthly fee to share the facilities of $ 43 thousand and $ 42 thousand, respectively.

The current lease has an expiration date of June 30, 2024, with a single option to extend the lease for 60 months that the Company determined it is reasonably certain to exercise.

The Company had no leases that were classified as finance leases as of December 31, 2022.

Operating lease expense under ASC 842 during the year ended December 31, 2022 amounted to $ 0.6 million.

The total amount paid for amounts included in the measurement of operating lease liabilities was $ 0.5 million during the year ended December 31, 2022.

As of December 31, 2023, we had non-cancelable operating leases for our corporate headquarters and manufacturing facility located in Fremont, California and our manufacturing facility located in Brighton, Colorado.

Our Fremont lease, which expires in June 2027, provides us an option to extend the term for one additional five-year period.

Our Brighton lease, which expires in May 2039, provides us an option to extend the term for two additional five-year periods.

We determined with reasonable certainty that we will exercise our option to extend the lease term of the Fremont lease, but not the Brighton lease.

Our operating leases do not contain any material residual value guarantees.

We had no leases that were classified as finance leases as of December 31, 2023 and 2022.

The components of lease expense during the years ended December 31, 2023 and 2022 are shown in the table below (in thousands).

Year ended December 31,

Operating lease expense $ 1,147 $ 430

Variable lease expense 456 107

Short-term lease expense 81 55

Total lease expense $ 1,684 $ 592

Other information about our operating leases during the years ended December 31, 2023 and 2022 are shown in the table below (amounts in thousands).

Year ended December 31,

Cash paid for amounts included in the measurement of operating lease

liabilities $ 1,001 $ 482

Right-of-use assets obtained in exchange for new operating lease liabilities $ 32,966 $ 3,256

Weighted-average remaining lease term 14.4 years 6.5 years

Weighted-average discount rate 9.4 % 7.9 %

Index to Consolidated Financial Statements

Future operating lease payments as of December 31, 2023 are as follows (in thousands):

Year ending December 31, Amount

Year ending December 31:

Thereafter 53,784

2 unchanged sentences

Total operating lease liabilities $ 35,567

Operating lease disclosures for the Company’s single operating lease as of December 31, 2022 were as follows:

Remaining lease term 6.5 years

Discount rate for operating lease liabilities 7.9 %

Index to Consolidated Financial Statements

Commitments and Contingencies

From time to time, the Company may be involved in lawsuits, claims or legal proceedings that arise in the ordinary course of business.

The Company accrues a contingent liability when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated.

Management believes that there are no claims against the Company for which the outcome is expected to have a material effect on the financial position, results of operations or cash flows of the Company.

From time to time, we may be involved in lawsuits, claims or legal proceedings that arise in the ordinary course of business.

We accrue a contingent liability when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated.

Management believes that there are no claims against us for which the outcome is expected to have a material effect on our financial position, results of operations or cash flows.

Related Party Transactions

Transactions with Amprius Holdings

The Company had a service agreement with Amprius Holdings, which was terminated upon the closing of the Business Combination on September 14, 2022.

Prior to its termination, the service agreement required Amprius Holdings to provide certain services to the Company such as administration, management service, information technology and engineering services to support the Company's operations.

The administrative costs, including stock-based compensation, incurred by Amprius Holdings up to the termination of the service agreement were allocated to the Company.

The Company also previously received cash advances and capital contributions from Amprius Holdings to support the Company's working capital requirements.

Intercompany advances were forgiven and treated as capital contributions by Amprius Holdings.

The composition of the administrative costs allocated to the Company, including stock-based compensation, cash advances and contribution by Amprius Holdings, which are all treated as contributions and shown as increase in additional paid-in capital in the accompanying consolidated statements of stockholders' equity, were as follows during the periods presented (in thousands) :

Year ended December 31,

Contributions attributed to stock-based compensation $ 380 $ 1,473

Capital contributions consisting of:

Allocation of administrative costs 295 396

Cash 210 19,715

Total capital contributions 505 20,111

Total contributions from Amprius Holdings $ 885 $ 21,584

The Company also had a licensing agreement with Amprius Holdings to use patents and licenses owned by Amprius Holdings.

By February 2023, Amprius Holdings assigned to the Company all patents and patent applications, as well as registered trademarks and trademark applications, used by the Company in its operations under Intellectual Property Rights agreements.

The transfer of intellectual property did not have any financial impact on the Company’s consolidated financial statements.

Transactions with Previous Related Parties

The Company purchased raw materials and development materials from two companies that were previously owned and controlled by Amprius Holdings.

In February 2022, Amprius Holdings no longer owned and controlled these two companies.

Purchases from these previous related parties, which were recorded as cost of revenue in the accompanying consolidated statements of operations, were $ 86 thousand and $ 264 thousand during the years ended December 31, 2022 and 2021, respectively.

As of December 31, 2021, the outstanding payable balance to these previous related parties was $ 18 thousand.

Index to Consolidated Financial Statements

Prior to the closing of the Business Combination on September 14, 2022, we had a service agreement with Amprius Holdings whereby Amprius Holdings provided certain services to us, such as management and administrative services, access to information technology and engineering services.

The expenses incurred by Amprius Holdings in connection with the service agreement were allocated to us and were deemed as capital contributions.

Amprius Holdings also provided cash advances to support our working capital requirements.

Those cash advances were forgiven and deemed as capital contributions.

There were no deemed capital contributions during the year ended December 31, 2023 and $ 0.5 million millions during the year ended December 31, 2022.

In addition, we recorded the stock-based compensation costs associated with the outstanding stock options of those individuals from Amprius Holdings who were transferred or provided services to us, with a corresponding increase in additional paid-in capital, which was de minimis during the year ended December 31, 2023 and $ 0.4 million during the year ended December 31, 2022.

We also had a licensing agreement with Amprius Holdings to use their patents and licenses.

In February 2023, Amprius Holdings assigned to us all of its patents, patent applications, registered trademarks and trademark applications.

The transfer of Amprius Holdings’ intellectual properties to us had no impact on our consolidated financial statements.

Additionally, we purchased and may continue to purchase raw materials and development materials from two previous related parties that were owned and controlled by Amprius Holdings, including finished batteries from Berzelius.

We do not have purchase commitments with these previous related parties.

Net Loss Per Share

4 unchanged sentences

Basic and diluted net loss per common share $ ( 0.43 ) $ ( 0.24 )

Index to Consolidated Financial Statements

The following table summarizes the outstanding shares of potentially dilutive securities that were excluded from the calculation of diluted net loss per share because their inclusion would have been anti-dilutive:

Year ended December 31,

Stock warrants 47,720,736 47,720,836

2 unchanged sentences

Total 61,078,819 61,979,710

Subsequent Event

On January 4, 2023, the Company entered into an amendment to its lease agreement of its corporate headquarters located in Fremont, California.

The amendment includes the lease of additional facility space in the same building and extending the lease term to end on June 30, 2027, with an option to extend for an additional five -year term.

The total future lease payments, after amendment, are approximately $ 11.7 million, of which $ 1.0 million is payable in 2023.

Index to Consolidated Financial Statements

1 unchanged sentence

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 8. Financial Statements and Supplementary Data