What changed in this filing

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Item 1. Business

2025-03-20 compared with 2024-03-28 · 214 added, 197 removed, 215 unchanged (66% of the section changed)

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

Our silicon anode technology enables batteries with higher energy density, higher power density, and extreme fast charging capabilities over a wide range of operating temperatures, which results in our batteries providing superior performance compared to conventional graphite lithium-ion batteries.

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

We develop, manufacture and market lithium-ion batteries for mobility applications, including the aviation, electric vehicle (“EV”) and light electric vehicle (“LEV”) industries.

Our disruptive silicon anode technology is intended to enable batteries with higher energy density, higher power density and fast charging capabilities over a wide range of operating temperatures.

This results in our batteries providing superior performance compared to conventional graphite lithium-ion batteries.

Our silicon anodes are a direct drop-in replacement of the graphite anode in traditional lithium-ion batteries, and our manufacturing processes leverage the manufacturing processes for conventional lithium-ion batteries and the related supply chain.

Currently, our batteries are primarily used for existing and emerging aviation applications, including unmanned aerial systems (“UAS”), such as drones and high-altitude pseudo satellites (“HAPS”).

We believe our proprietary technology has the potential for broad application in electric transportation.

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

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

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

Our batteries and their performance specifications have been tested and validated for application by various customers, including our longtime partners such as AALTO Airbus, AeroVironment, BAE Systems, Kraus Hamdani Aerospace, Teledyne FLIR and the U.S.

Our total customer engagements since inception grew to over 260 with shipments to 235 customers during the year ended December 31, 2024.

In addition, from our inception through December 31, 2024, we have shipped over 800,000 units of batteries, which have enabled mission critical applications.

Our proprietary silicon anode structures, battery cell designs and manufacturing processes are protected by our portfolio of patents, trade secrets and know-how developed over 15 years of research and development.

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

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

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

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

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

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

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

(i) SiCore and (ii) SiMaxx.

Our SiCore batteries were developed in collaboration with Berzelius (Nanjing) Co., Ltd.

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

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

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

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

(“Amprius Holdings”), our former parent company.

We began limited shipment of SiCore batteries in 2023, which generated a strong demand from our customers.

In order to support such demand, we entered into a supply agreement with Berzelius in November 2023 (the “Exclusive Supply Agreement”), which gives us exclusive rights to purchase its proprietary silicon anode materials in the United States, Canada and Mexico.

In January 2024, we announced the full commercial launch of our SiCore batteries and accelerated engagement with our addressable markets.

We entered into manufacturing supply agreements with three global contract manufacturing companies, which provided us an opportunity to rapidly scale production and ship a large volume of SiCore batteries to our customers.

As of December 31, 2024, we had access, through our manufacturing supply agreements with our global contract manufacturers, to annual production of up to 800 MWh of SiCore batteries in pouch form and up to 1 GWh of SiCore batteries in cylindrical form.

Our SiMaxx batteries are currently manufactured at our facility in Fremont, California.

We believe that the demand for our SiMaxx batteries exceeds our existing kWh-scale manufacturing capacity and, in order to support such demand, we are expanding this facility into a MWh-scale manufacturing facility.

The completion of the expansion has been delayed through the first quarter of 2025 due to a delay in our customers’ order commitments.

We believe that this facility will be able to manufacture batteries up to 2 MWh capacity annually when our expansion is completed, which is approximately 10 times our existing production capacity.

In April 2023, we entered into a lease agreement to lease approximately 774,000 square feet of premises in Brighton, Colorado and announced a plan to build a GWh-scale manufacturing facility in those premises.

As of December 31, 2024, we completed our pre-construction planning for this facility.

However, the scope and schedule of the construction of this facility will be determined based on, among other factors, the availability and timing of funding.

In addition, we are currently monitoring the larger industry dynamics.

Changes in demand, supply, battery cost structure, government incentives, trade tariffs, and other considerations may also influence our decision, including whether to proceed with the construction at all.

History, Corporate Information and Website

We have been commercially producing batteries since 2018.

Index to Consolidated Financial Statements

On September 14, 2022, we completed a business combination pursuant to a Business Combination Agreement, dated May 11, 2022, by and among Amprius Technologies Operating, Inc.

(formerly known as Amprius Technologies, Inc.

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

IV (“Kensington”), and Kensington Capital Merger Sub Corp.

(a wholly owned subsidiary of Kensington or “Merger Sub”).

The business combination was effected through the merger of Merger Sub with and into Legacy Amprius, with Legacy Amprius surviving as a wholly owned subsidiary of Kensington.

Upon consummation of the business combination, Kensington changed its jurisdiction of incorporation by domesticating as a corporation incorporated under the laws of the State of Delaware and changed its name to “Amprius Technologies, Inc.” The business combination was treated as a reverse recapitalization for financial reporting purposes, whereby Legacy Amprius was determined as the “accounting acquirer” and Kensington as the “accounting acquiree.” I mmediately prior to the closing of the business combination, a number of private investors purchased from us an aggregate of 2,052,000 units at a price of $10.00 per share (such transaction, the “PIPE”), pursuant to separate subscription agreements.

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

Please refer to Note 7 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information about the PIPE warrants.

On October 23, 2024, our former majority stockholder and parent company, Amprius Holdings, which owned an aggregate of 65.2 million shares, or 58.6%, of our common stock at that time, voluntarily liquidated and dissolved.

As a result of such liquidation and dissolution, Amprius Holdings distributed, on a pro rata basis, an aggregate of approximately 57.2 million shares of our common stock to its stockholders, and we assumed all of Amprius Holdings’ outstanding options to purchase shares of Amprius Holdings’ Class A common stock in exchange for, among other things, Amprius Holdings contributing to us a total of 5.5 million shares of our common stock that it owned, which were immediately cancelled and returned to our authorized but unissued share capital.

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

Our website is www.amprius.com.

We make available free of charge through our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the Securities and Exchange Commission (the “SEC”).

We make available free of charge through our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the Securities and Exchange Commission (the “SEC”).

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

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

Corporate Background and Liquidity

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

(formerly known as Amprius Technologies, Inc.

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

IV, and Kensington Capital Merger Sub Corp.

(“Merger Sub”).

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

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

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

Index to Consolidated Financial Statements

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

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

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

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

and its subsidiaries, including Legacy Amprius.

Prior to the Business Combination, Kensington Capital Acquisition Corp.

IV is referred to herein as “Kensington.”

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

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

Riley Securities, Inc.

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

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

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

Additional capital may not be available on acceptable terms, if at all.

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

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

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

Industry Background

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A rising focus on sustainable energy use in transportation is leading to increased investments in technology, government incentives and consumer demand for the electrification of passenger and payload mobility.

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

Critical and breakthrough battery technologies can facilitate and, in certain cases, enable the mass adoption of these electric transportation mediums by improving energy density, accelerating fast charging capabilities, extending battery life, and improving safety.

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Emerging technologies, such as Amprius’ silicon anode battery, offer lighter weight and/or more energy dense batteries, potentially overcoming current battery technology barriers and enabling faster adoption of UAS.

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

Based on a January 2025 Fortune Business Insights article and management estimates, the total addressable market for UAS batteries is expected to reach approximately $27.0 billion by 2030 .

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

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

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

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

Our batteries offer higher energy

Index to Consolidated Financial Statements

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

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

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

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

Index to Consolidated Financial Statements

and pressure conditions are critical enablers.

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

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

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

Electric Air Transportation:

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

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

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

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

However, over the last few years there have been significant advancements in the key enabling technologies for eVTOL aircraft, such as the high energy density and robust performance batteries offered by Amprius.

However, over the last few years there have been significant advancements in the key enabling technologies for eVTOL aircraft, including the high energy density and robust performance batteries offered by Amprius.

Continued improvements in battery energy density could allow eVTOL aircraft to increase their range, speed and payload, dramatically expanding the range of trips and further accelerating the adoption of electric air mobility.

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

Based on a January 2025 Skyquest report and management estimates, the total global addressable electric air mobility battery market is expected to reach approximately $2.9 billion by 2032 .

Electric Vehicle Industry

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

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

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

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

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

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

For example, some states in the United States had promulgated regulations mandating automobile manufacturers to sell 100% of new vehicles in those states that have zero-emission by 2035.

Based on a February 2025 Markets and Markets report and management estimates, the global EV battery market is expected to reach approximately $251.3 billion by 2035 .

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

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

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As such, while our EV capable battery needs to be improved with respect to cycle life, form factor, cost and production quantity, for us to compete with existing commercially available EV batteries, we believe that, as we grow and improve, we may be able to compete in the EV battery market.

Light Electric Vehicle Industry

The LEV market is expected to grow rapidly primarily due to the rising demand for e-motorcycles.

Based on a January 2025 report from The Business Research Company, the LEV market size is expected to reach approximately $136.0 billion by 2029 .

As this market grows, we expect an increase in demand for high-performance batteries across the LEV sector.

We believe that the form factor and cost-competitiveness of our high-energy-density SiCore batteries can support such growing demand in the LEV sector.

As of December 31, 2024 , we had access, through our manufacturing supply agreements with our global contract manufacturers, to annual production of up to 800 MWh of SiCore batteries in pouch form and up to 1 GWh of SiCore batteries in cylindrical form .

Battery Requirements for Electric Transportation

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• safe to operate in a wide variety of conditions;

Index to Consolidated Financial Statements

• a long calendar life and cycle life;

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Among such active materials, silicon is known to have the highest lithium storage capacity per unit mass or volume over any other element besides lithium itself.

In our batteries, we have replaced the graphite anode with a highly engineered silicon material that has a lithium storage capacity of approximately 3,400 mAh/g—nearly 10 times the highest capacity of known graphite anodes.

Our SiCore and SiMaxx batteries have replaced the graphite anode with a highly engineered silicon material that has a lithium storage capacity of approximately up to 3,400 mAh/g, which is nearly 10 times the highest capacity of known graphite anodes.

By replacing graphite with silicon in the anode, we have significantly enhanced performance in batteries across energy density, power, charging time, safety and ability to operate in extreme environments.

Index to Consolidated Financial Statements

Our Competitive Strengths

Performance greatly exceeds conventional lithium-ion batteries commercially available today.

The battery cells that we ship to our customers today significantly outperform commercially available conventional graphite battery cells.

In particular, as shown in the table below, our batteries have approximately double the specific energy and energy density of graphite battery cells, and enable significantly faster charging time.

SiCore and SiMaxx performance greatly exceeds conventional lithium-ion batteries commercially available today.

We believe that our battery cells significantly outperform commercially available conventional graphite battery cells.

As shown in the table below, as of December 31, 2024 , our batteries, particularly our SiMaxx batteries, have approximately double the specific energy and energy density of graphite battery cells, and enable significantly faster charging time.

We believe other next-generation battery technologies will require significant additional research, development and investment prior to being commercially viable.

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-30 to 55 o C

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

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

(1) Other than cycle life, based on a survey of 18,650 technical datasheets (e.g., Panasonic NCR18650G), Sony VTC6 technical datasheet, iFixit reports on iPhone and Samsung batteries, and Y.

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

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

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

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

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

(4) Based on SiMaxx High Power cells.

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

(3) Based on SiMaxx 500 Wh/kg, 1,300 Wh/L battery cells that were in the development stage as of December 31, 2024 .

(4) Based on SiMaxx High Power cells commercially available in 2024.

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

We believe the increased performance of our batteries enable certain electric aviation applications.

Specifically, our batteries have high specific energy and energy density to maximize payload and reduce weight, thereby extending flight radius;

We believe the increased performance of our SiCore and SiMaxx batteries enable certain electric aviation applications.

For example, our batteries have high specific energy and energy density to maximize payload and reduce weight, thereby extending flight radius;

high power density, to enable vertical take-off and landing functionality;

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

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

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

In January 2025, we announced the expansion of our SiCore product platform with a SiCore battery cell that provides energy density of 370 Wh/kg, extending runtimes while still exceeding 3,000 W/kg, with discharge rates of up to 10C without cooling and 15C with active cooling.

This SiCore battery cell ensures quick power delivery without

Index to Consolidated Financial Statements

compromising runtime, which makes it ideal for aviation applications, including drones, as well as high-performance electric vehicle applications that require both endurance and rapid energy delivery.

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

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

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

We believe our next-generation cells, when commercially available, will have the potential to expand boundaries for our customers and provide a tailored solution for applications that require heightened discharge times without compromising key features, such as aircraft payload, and without having to increase vehicle weight.

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

This battery, which is part of our SiMaxx product platform, became commercially available in 2024.

In March 2023, we unveiled a prototype battery cell that delivers an energy density of >500 Wh/kg and >1,300 Wh/L at 25°C.

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

At approximately half the weight and volume compared to other existing state-of-the-art, commercially available lithium-ion cells, we believe that this type of battery will deliver a potential industry-disrupting performance.

As of December 31, 2024, this battery cell, which will be part of our SiMaxx product platform, was in the development stage.

We will continue to develop next-generation battery cells, and we believe that when they become commercially available, those battery cells will have the potential to expand boundaries for our customers and provide a tailored solution for applications that require heightened discharge times without compromising key features, such as aircraft payload, and without having to increase vehicle weight.

First mover advantage in emerging aviation markets.

As a result of our success with Airbus and other tier-one customers, we have become an established market pioneer in providing high performance batteries to the aviation industry.

As a result of our success with AALTO Airbus and other tier-one customers, we have become an established market pioneer in providing high performance batteries to the aviation industry.

Our reputation and commitment to delivering ultra-high performance batteries have enabled us to enter into several development and master supply arrangements with our customers.

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

Index to Consolidated Financial Statements

From our inception through December 31, 2024, over 260 customers had tested and validated our SiCore and SiMaxx batteries for their applications, and we believe our market leadership in aviation will enable us to continue to grow our customer base.

Proven performance in demanding and abuse-tested environments.

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Our batteries are also designed to be ultra-resilient and undergo rigorous abuse testing, including air cargo certification and specific tests for defense applications.

In December 2022, an independent third-party testing lab validated our 390 Wh/kg polymer electrolyte cell by successfully passing the nail penetration test per the requirements of section 4.7.4.4.

For example, in December 2022, an independent third-party testing lab validated that our SiMaxx 390 Wh/kg polymer electrolyte cell successfully passed the nail penetration test per the requirements of section 4.7.4.4.

of the MIL-PRF-32383 (Military Performance Specification).

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Robust IP portfolio and know-how related to our silicon nanowire ecosystem.

Our silicon anode technology has been refined and improved upon for over 10 years, and is protected by over 80 issued patents and pending applications.

Core aspects of our technologies and processes are also protected by know-how and trade secrets developed by our team for more than 10 years.

Our silicon anode technology has been refined and improved upon for over 15 years , and is protected by over 80 patents that were issued to us or are pending applications as of December 31, 2024 .

Core aspects of our technologies and processes are also protected by know-how and trade secrets developed by our team for over 15 years .

Our Products and Customers

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

As evidenced by customer validation, design wins and recurring orders with AALTO Airbus, AeroVironment, BAE Systems, Kraus Hamdani Aerospace, Teledyne FLIR and the U.S.

Army, among others, our battery technology is well positioned to address the rapidly growing markets within the aviation industry, specifically UAS and eVTOL, as well as LEVs.

UAS and eVTOL applications have historically used conventional lithium-ion batteries as a means to promote product prototypes, but market participants are seeking advancements in battery technology.

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

SiMaxx and SiCore.

We are also currently developing EV-capable products.

SiCore and SiMaxx.

In addition, we are also currently developing EV-capable products.

Index to Consolidated Financial Statements

SiCore Product Platform

Our SiCore batteries, which were developed in collaboration with Berzelius and launched commercially in January 2024, are based on an innovative, proprietary silicon anode material system delivering high-energy-density silicon anode batteries that surpass current state-of-the-art graphite cell performance.

The silicon anode cell chemistry in our SiCore batteries is designed to offer high energy density, up to 400 Wh/kg, and long cycle life, as long as 1,000 cycles.

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

We offer our SiCore batteries with the following design and performance factors:

Energy, Power and Balanced Energy/Power.

This design of SiCore battery cell delivers a specific energy of up to 400 Wh/kg or 872 Wh/L at a maximum discharge rate of up to 1C and a cycle life of up to 300 cycles at full depth of discharge.

This design of SiCore battery cell delivers a specific energy of up to 360 Wh/kg or 800 Wh/L at a maximum discharge rate of up to 5C and a cycle life of up to 300 cycles at full depth of discharge.

Balanced Energy/Power .

This design of SiCore battery cell delivers a specific energy of up to 355 Wh/kg or 805 Wh/L at a maximum discharge rate of up to 3C, and a cycle life of up to 700 cycles at full depth of discharge or 1,000 cycles at approximately 90% depth of discharge.

Our SiCore batteries have been validated across various applications in the electric mobility market, and since we began our limited shipment in 2023 and our commercial launch in January 2024, they have garnered positive feedback from customers with demanding performance requirements.

Our SiCore battery chemistries are applied into a wide range of form factors, including both pouch and cylindrical cells.

The cylindrical cell form factors offer balanced energy and power capabilities providing an industry leading capacity of 4Ah in 18650 format and 6Ah in 21700 format, and a cycle life of up to 600 cycles.

SiMaxx Product Platform

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

We offer our SiMaxx batteries with the following design and performance factors:

High Energy, High Power and Balanced Energy/Power.

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

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

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

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

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

Our SiMaxx high energy battery cells have powered AALTO Airbus’ Zephyr S stratospheric vehicle to numerous records since 2018.

Our SiMaxx high energy battery cells have also powered AALTO Airbus’ Zephyr S stratospheric vehicle to numerous records since 2018.

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

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

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

This performance is well suited for the air transportation industry, which requires high power capabilities to lift the aircraft from the ground into the air.

In addition, our SiMaxx high power battery cells are capable of fast charging, from

These high power battery cells offer 400 Wh/kg and 820 Wh/L energy density with up to 10C continuous discharge

Index to Consolidated Financial Statements

0% to 80% in less than 6 minutes.

This performance is well suited for the air transportation industry, which requires high power capabilities to lift the aircraft from the ground into the air.

In addition, our SiMaxx high power battery cells are capable of fast charging, from 0% to 80% in less than 6 minutes.

This level of power capability, energy density, and fast charge capability is optimal for urban air mobility and other air transportation industry applications.

Once the vehicle has landed, the turnaround time to get the vehicle back into the air becomes critical, which is why we have designed our SiMaxx high power batteries with fast charge capabilities.

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

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

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

Since 2021, we have engaged in technical evaluations with certain tier-one eVTOL manufacturers to develop an eVTOL-optimized battery system to support the development and commercialization of their eVTOL fleet.

We plan to continue expanding our technical evaluation engagements with other eVTOL manufacturers as the eVTOL market grows.

Balanced Energy/Power .

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

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

These battery cells offer energy density as high as 395 Wh/kg or 800 Wh/L at up to 4C discharge rate.

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

Our SiMaxx balanced energy/power battery cells typically meet the requirements of UAS devices’ needs for high initial power, as well as higher energy requirements for longer sustained cruising.

Since 2021, our SiMaxx balanced energy/power battery cells have been designed into UAS programs at AeroVironment and Teledyne FLIR, with commercial shipments beginning in 2022.

SiCore Product Platform

Our SiCore battery cells are based on an innovative, proprietary silicon anode material system delivering high-energy-density silicon anode batteries that surpass current state-of-the-art graphite cell performance.

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

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

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

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

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

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

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

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

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

Since 2021, our SiMaxx balanced energy/power battery cells have been designed into UAS programs at AeroVironment and Teledyne FLIR, with commercial shipments since 2022.

EV capable Products

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

Since 2017, we have been sampling our batteries with USABC, which has independently verified that we have met or exceeded the majority of their 2025 EV cell performance goals, including usable energy density, usable specific energy, power density and charge time.

In 2022, we were awarded a contract from USABC in collaboration with the U.S.

Department of Energy (“DOE”) to develop a low-cost, fast-charge silicon anode battery that meets all of their 2025 EV cell characteristic targets.

This program is scheduled to conclude in 2024 when we intend to deliver cells with a 99mm x 300mm (W x L) footprint and a capacity of at least 80Ah, having a beginning-of-life specific energy of no less than 400 Wh/kg, energy density of no less than 950 Wh/L, and a cycle life of 1,000 cycles.

Since 2017, we have been sampling our batteries with USABC, which had independently verified that we have met or exceeded the majority of their 2025 EV cell performance goals, including usable energy density, usable specific energy, power density and charge time.

In November 2024, we shipped to USABC our SiMaxx A-Sample EV cells.

Our testing of SiMaxx A-Sample EV cells showed that the cells can achieve a specific energy of 360 Wh/kg at the beginning of life, which surpassed USABC’s target of 275 Wh/kg at end of life, and deliver a power density of 1,200 W/kg.

We believe that this development could result in a significant increase in range compared to most commercial EV batteries available today.

In addition, the SiMaxx A-Sample EV cells can charge up to 90% of their rated energy in just 15 minutes, which exceeds USABC’s target of 80% within the same timeframe.

Our Technology

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

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

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

The particle type of our SiCore anode materials can be processed in the same equipment and environment as graphite anode materials, offering a drop-in replacement of graphite materials and fast transfer to manufacturing of our SiCore cell designs.

Due to their robust structure, our SiCore materials can be pressed into high density and thin electrodes, a precondition for high energy density and fast charge capability.

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

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

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of lithium per unit mass and volume compared to graphite.

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

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

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

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

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

Our nanowire anodes start with a metal foil that is layered with a nanowire template and metallurgically attached to the metal foil substrate by a growth process.

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

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

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

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

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

Our SiMaxx silicon anodes are considered 100% silicon based on their actual silicon content, which ranges from 99.5% to 99.9% and meets the acceptable purity standards for classification 100%.

Manufacturing and Supply

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

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

This fabrication process has been in commercial operation since 2018 at our manufacturing facility in our Fremont headquarters.

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

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

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

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

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

These hardware design modifications are in progress.

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

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

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

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

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

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

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

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

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

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

Both silane gas and nickel foil are available commodity materials.

Due to its high capacity to store lithium relative to cathode materials, and to further increase the available lithium in the cell, the silicon anode can be prelithiated to a certain level (i.e., 10-20%) of its capacity before cell assembly.

Prelithiation can be done electrochemically at low scale and by physical vapor deposition for large manufacturing volume.

Equipment vendors have scaled-up or are scaling lithium evaporation equipment to GWh+ manufacturing volumes.

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

We developed our SiCore batteries in collaboration with Berzelius.

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

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

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

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

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

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

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

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

In order to support the demand for our batteries, we are currently expanding our existing kWh-scale manufacturing facility in Fremont, California into a MWh-scale manufacturing facility;

are planning to expand our contract manufacturing

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partnerships globally;

and may build a GWh-scale manufacturing facility in our leased premises in Brighton, Colorado.

The completion of the expansion of our Fremont facility has been delayed through the first quarter of 2025 due to a delay in our customers’ order commitments.

We believe that this facility will be able to manufacture batteries up to 2 MWh capacity annually when our expansion is completed, which is approximately 10 times our existing production capacity.

Also, as of December 31, 2024, we completed pre-construction planning to build a GWh-scale manufacturing facility at our leased premises in Brighton, Colorado.

However, the scope and schedule of the construction of this facility will be determined based on, among other factors, the availability and timing of funding.

In addition, we are currently monitoring the larger industry dynamics.

As of December 31, 2024, we produce SiCore batteries by leveraging Berzelius’ existing production line and through our manufacturing supply agreements with three global contract manufacturers.

In order to meet the increased demand for our SiCore batteries, we are planning to expand our contract manufacturing partnerships globally.

Some of the challenges that we may encounter when we enter into a manufacturing supply arrangement include, among others, risk of losing control over the manufacturing process of our SiCore batteries, which could lead to quality control issues, delay in production, increase in production costs, and non-compliance with our established standards.

In addition, we may encounter a risk of losing control of some of our intellectual property.

While we plan to set up business processes, including adding oversight and quality control procedures, in order to manage our contract manufacturing supply arrangements, there can be no assurance that such processes will be effective.

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

In addition, if we partner with other contract manufacturers in the future, we plan to select large, experienced and reputable contract manufacturing companies.

Our Growth Strategy

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In order to achieve that goal, we are pursuing the following growth strategies:

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

We believe demand for our batteries exceeds our manufacturing capacity.

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

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

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

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

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

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

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

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

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

Leverage existing global toll manufacturing capacity to produce SiCore batteries.

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

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

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

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

Reduce our costs .

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

As we scale, we believe we will benefit from

Leverage existing contract manufacturing capacity to produce SiCore batteries.

We believe that our existing Exclusive Supply Agreement with Berzelius, which gives us exclusive rights to purchase Berzelius’ proprietary silicon anode materials in the United States, Canada and Mexico, and our existing manufacturing supply agreements with three global contract manufacturers will allow us to continue supporting the increasing demand for our SiCore batteries.

Expanding existing manufacturing facility to meet increase in demand and optimize costs.

Although we had access to annual production of up to 800 MWh of SiCore batteries in pouch form and up to 1 GWh of SiCore batteries in cylindrical form through our existing manufacturing supply agreements with our global contract manufacturers as of December 31, 2024, we believe that expanding our existing manufacturing facility would help us meet the growing demand of our customers and optimize costs in the long-term.

We currently operate a kWh-scale manufacturing line for our SiMaxx batteries at our facility in Fremont, California and are expanding it into a MWh-scale manufacturing facility.

The completion of the expansion has been delayed through the first quarter of 2025 due to a delay in our customers’ order commitments.

We believe that this facility will be able to manufacture batteries up to 2 MWh capacity annually when our expansion is completed, which is approximately 10 times our existing production capacity.

In April 2023, we announced a plan to build a GWh-scale manufacturing facility in our leased premises in Brighton, Colorado.

As of December 31, 2024, we completed our pre-construction planning for this facility.

However, the scope and schedule of the construction of this facility will be determined based on, among other factors, the availability and timing of funding.

In addition, we are currently monitoring the larger industry dynamics.

Reduce our SiMaxx battery manufacturing costs .

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

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

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

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

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

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

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

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

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

forecast our manufacturing costs.

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

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

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

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

From our inception through December 31, 2024, over 260 customers had tested and validated our batteries for their applications.

Further improve performance characteristics of our anode and battery cells .

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

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

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

For example, in March 2023, we unveiled the development of a battery cell that delivers an energy density of >500 Wh/kg and >1,300 Wh/L at 25°C.

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

As of December 31, 2024, this battery cell, which will be part of our SiMaxx product platform, was in the development stage.

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

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

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

Expand our end markets and applications .

As we increase our production capabilities, we will be able to supply our batteries in larger volumes to fulfill our customers’ battery prototyping and procurement requirements.

As we increase our production capabilities and partnership with global contract manufacturers, we will be able to supply our batteries in larger volumes to fulfill our customers’ battery prototyping and procurement requirements.

Our current customer base consists primarily of aviation and other air transportation companies.

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Research and Development

Our original silicon anode technology was developed at Stanford University in 2008, and for more than 10 years, we have refined and improved upon the technology for use in commercial applications.

Our original silicon anode technology was developed at Stanford University in 2008, and for over 15 years , we have refined and improved upon the technology for use in commercial applications.

We have conducted research and development initiatives focused on improving certain performance characteristics and expanding the applications of our silicon anode battery technology.

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We are engaged in ongoing development activities to explore different cathode materials, including a conversion cathode, to further improve the energy density of our batteries.

• Advanced cell chemistries and designs.

We have developed advanced battery cell designs tailored to respond to our customers’ requirements for high performance, including extreme high power and fast charge performance, safety, wide operating temperature range, and calendar life.

Our proprietary electrolyte formulations enhance operations at high voltage and high temperature.

In addition, our polymer/semi-solid formulations add safety to nail and ballistic performance.

• Larger cell form factors .

The batteries we have developed and are developing for our customers are typically approximately up to 15Ah for small-sized aircraft.

As we expand our customer base, we are in the process of developing larger form factor batteries for broader aviation applications and for EV customers.

As we expand our customer base, we are in the process of developing larger form factor batteries for broader aviation applications as well as LEV and EV customers.

We utilize our research and development capabilities not only to improve existing products but also to build custom-designed batteries for our customers.

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

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

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

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

As of December 31, 2024, we had a total of 86 patents, which consisted of :

• 74 patents issued to us (35 patents issued in the United States and a total of 39 patents issued in the European Union, Korea, Japan, China, Taiwan and Israel) with expiration periods ranging between 2030 and 2039 ;

• 10 patent applications that are pending (2 patent applications in the United States and a total of 8 patent applications in the European Union, Korea, Japan, China and Taiwan);

patents that we licensed from Stanford University.

Our issued patents expire between 2029 and 2039 .

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

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

trademark applications that are pending.

Our patents cover:

As of December 31, 2024, we also held a total of 10 registered trademarks that were issued to us, which consisted of 2 trademarks issued in the United States and a total of 8 trademarks issued in the European Union, Great Britain, Japan, Korea and China.

Our patents cover the following:

• Silicon structures – rooted nanowire template, tapered morphology, silicon dopants and multi-layered structure;

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

For more information, see Risk Factors section below.

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

We compete directly and indirectly with current battery manufacturers and with an increasing number of companies that are developing new battery technologies and chemistries to address the growing market for electrified mobility solutions.

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We expect the manufacturers of those batteries will continue to invest in improving the capabilities of their batteries.

While we are currently the only known battery manufacturer making approximately 100% silicon anodes, there are many companies making or developing silicon composite batteries or anode materials and companies seeking to develop 100% silicon anodes.

While we believe we are currently the only known battery manufacturer making approximately 100% silicon anodes, there are many companies making or developing silicon composite batteries or anode materials and companies seeking to develop 100% silicon anodes.

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

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However, we expect additional competitors to enter the market as their battery technologies continue to improve.

The EV battery industry is fast-growing and highly competitive.

Unlike the aviation industry, where there are a limited number of commercially available batteries that meet the minimum performance specifications, there are many battery manufacturers in the EV industry that can produce commercially acceptable batteries, and they can produce those batteries at lower cost and higher volumes than we are currently able to.

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

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

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

These competitors may

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

The EV and LEV battery industries are fast-growing and highly competitive.

Unlike the aviation industry, where there are a limited number of commercially available batteries that meet the minimum performance specifications, there are many battery manufacturers in the EV and LEV industries that can produce commercially acceptable batteries, and they may be able to produce those batteries at lower cost and higher volumes than we are currently able to.

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

In order to effectively compete, we will need to further improve our batteries’ life cycles, increase their form factors, increase their production quantity and reduce their production costs.

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

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

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

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

Such laws may include the Export Administration Regulations, the International Traffic in Arms Regulations, trade and economic sanctions maintained by the Office of Foreign Asset Control as well as foreign direct investment rules and regulations, tariffs and quotas, and other related regulations in jurisdictions in which we operate.

In particular, an export license may be required to export or re-export our products and technology to certain countries or end-users or for certain end-uses or may be prohibited.

Such laws include the Export Administration Regulations, trade and economic sanctions maintained by the Office of Foreign Asset Control as well as foreign direct investment rules and regulations, tariffs and quotas, and other related regulations in jurisdictions in which we operate, and we may in the future be subject to other laws and regulations, such as the International Traffic in Arms Regulations, among others.

In particular, the export or re-export of our products and technology to certain countries or end-users or for certain end-uses in some cases requires an export license or may be prohibited.

Additionally, we may be required to register with the Directorate of Defense Trade Controls in order to conduct some aspects of our future business activities and we may be required to obtain licenses in order to conduct development activities.

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Any failure to adequately address these legal obligations could result in civil fines or suspension or loss of our export privileges, any of which could materially adversely affect our business, financial condition, and results of operations.

In addition, our business may be subject to the Foreign Corrupt Practices Act and other anti-corruption, anti-bribery, and anti-money laundering laws and regulations in the jurisdictions in which we have offices or do business, both domestic and abroad.

In addition, our business is subject to the Foreign Corrupt Practices Act and other anti-corruption, anti-bribery, and anti-money laundering laws and regulations in the jurisdictions in which we have offices or do business, both domestic and abroad.

Any failure to adequately comply with any of these obligations, or future changes with respect to any of these legal regimes, could cause us to incur significant costs, including the potential for new overhead costs, fines, sanctions, and third-party claims.

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

We also believe that our employees are the foundation for developing and commercializing our silicon anode technology.

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

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

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

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

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

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

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

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As of December 31, 2024, our total headcount was 108, which consisted of 99 full-time employees and 9 temporary hires and contractors.

Our employees are primarily located in our headquarters in Fremont, California.

As of December 31, 2024, a total of 27 full-time employees worked in research and development (“R&D”) and a total of 52 full-time employees worked in manufacturing.

Certain employees in the R&D and manufacturing departments hold a Ph.D.

or an advanced degree in material science, chemical, aerospace, structural and nanoscale engineering, physics or chemistry.

We are committed to maintaining equitable compensation programs including equity participation.

We offer market-competitive salaries and strong equity compensation aimed at attracting and retaining team members capable of making exceptional contributions to our success.

In order to attract or retain team members capable of making exceptional contributions to our success, we offer market-competitive salaries and strong equity compensation.

Our compensation decisions are guided by the external market, role criticality and the contributions of each team member.

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None of our employees are either represented by a labor union or subject to a collective bargaining agreement.

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What changed 10-K

Item 1. Business