18 unchanged sentences
• We may be subject to financial and reputational risks due to product recalls and product liability claims, and we could face substantial liabilities that exceed our resources.
+Added: Index to Consolidated Financial Statements
• We may not be able to accurately estimate the future supply and demand for our batteries, which could result in a variety of inefficiencies in our business and hinder our ability to generate revenue.
If we fail to accurately predict our manufacturing requirements, we could incur additional costs or experience delays.
−Removed: • We may not be able to establish supply relationships for necessary materials, components or equipment or may be required to pay more than anticipated for components or equipment, which could negatively impact our business.
+Added: • We may not be able to establish supply relationships for necessary finished batteries, materials, components or equipment or may be required to pay more than anticipated for components or equipment, which could negatively impact our business.
• The battery market is intensely competitive.
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• We have pursued and may continue to pursue development agreements and other strategic alliances, which could have an adverse impact on our business if they are unsuccessful.
−Removed: Index to Consolidated Financial Statements
−Removed: • If our customers choose to reduce purchases, or do not purchase at all, batteries manufactured outside of the United States, our revenue could decline and our prospects may be adversely effected.
−Removed: • We will require additional capital to support business growth, and this capital might not be available on commercially reasonable terms or at all.
+Added: • If our customers choose to reduce purchases, or do not purchase at all, batteries manufactured outside of the United States, our revenue could decline and our prospects may be adversely affected.
+Added: • We may require additional capital to support business growth, and this capital might not be available on commercially reasonable terms or at all.
• We are an early-stage company with a history of financial losses and expect to incur significant expenses and continuing losses for the foreseeable future.
−Removed: • We have previously identified material weaknesses in our internal control over financial reporting.
−Removed: If we are unable to develop and maintain an effective system of internal controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our stock price, business and operating results.
−Removed: • A significant portion of our business depends on sales to the public sector, and our failure to receive and maintain government contracts or changes in the contracting or fiscal policies of the public sector could have a material adverse effect on our business.
+Added: • We are obligated to develop and maintain proper and effective internal control over financial reporting.
+Added: If we are unable to develop and maintain an effective system of internal controls and procedures required by Section 404 of the Sarbanes-Oxley Act, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our stock price, business and operating results.
+Added: • We have customers from the public sector, and our failure to receive and maintain government contracts or changes in the contracting or fiscal policies of the public sector could have a material adverse effect on our business.
• We rely heavily on our intellectual property portfolio.
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• We are or will be subject to anti-corruption and anti-bribery and anti-money laundering and similar laws, and non-compliance with such laws can subject us to administrative, civil and criminal fines and penalties, collateral consequences, remedial measures and legal expenses, all of which could adversely affect our business, results of operations, financial condition and reputation.
−Removed: • Recent and potential tariffs imposed by the U.S.
−Removed: government or a global trade war could increase the cost of our products, which could have a material adverse effect on our business, financial condition and results of operations.
+Added: • Recent and potential tariffs imposed by the United States government or a global trade war could increase the cost of our products, which could have a material adverse effect on our business, financial condition and results of operations.
• Our reliance on suppliers in foreign countries, including China, subjects us to risks and uncertainties relating to foreign laws and regulations and changes in relations between the United States and such foreign countries.
+Added: • There can be no assurance that we will be able to comply with the continued listing standards of the NYSE.
• Sales of substantial amounts of our common stock in the public markets, or the perception that such sales could occur, could cause the market price of our common stock to drop significantly, even if our business is doing well.
−Removed: • There is no guarantee that our warrants will be in the money at the time they become exercisable, and they may expire worthless.
+Added: Index to Consolidated Financial Statements
+Added: • There is no guarantee that our warrants will be in the money, and they may expire worthless.
Risks Related to Our Technology, Products and Manufacturing
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Although our batteries undergo quality control testing prior to release for shipment, there can be no assurance that we will be able to detect and fix all defects prior to shipment, and nonconformances, defects or errors could occur or be present in batteries that we release for shipment to customers.
−Removed: If our batteries fail to perform as expected, our customers may delay deliveries, our customer may terminate orders or we may initiate product recalls, each of which could adversely affect our sales and brand and could adversely affect our business, financial condition, results of operations and prospects.
+Added: If our batteries fail to perform as expected, our customers may delay deliveries, or terminate orders, or we may initiate product recalls, each of which could adversely affect our sales and brand and could adversely affect our business, financial condition, results of operations and prospects.
Our battery architecture is different from our peers’ and may behave differently in customer use applications, certain applications of which we have not yet evaluated.
This could limit our ability to deliver to certain applications.
−Removed: Index to Consolidated Financial Statements
−Removed: our historical data on the performance and reliability of our batteries is limited, and therefore our batteries could fail unexpectedly in the field resulting in significant warranty costs or brand damage in the market.
+Added: In addition, our historical data on the performance and reliability of our batteries is limited, and therefore, our batteries could fail unexpectedly in the field resulting in significant warranty costs or brand damage in the market.
Further, the silicon anode structure of our battery is different from traditional lithium-ion batteries and therefore, our batteries could be susceptible to different and unknown failure modes leading our batteries to fail and cause a safety event in the field.
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Our reliance on third parties to manufacture certain of our batteries or battery materials subjects us to certain risks.
−Removed: Our SiCore batteries are based on the innovative, proprietary material system developed by Berzelius and are currently manufactured by Berzelius’ manufacturing partners.
−Removed: To date, our SiCore batteries have been produced under a toll manufacturing partnership with Berzelius.
−Removed: However, to facilitate this product expansion, we entered into the Exclusive Supply Agreement with Berzelius, pursuant to which Berzelius agreed, among other things, (i) to manufacture for, and sell exclusively to, Amprius its proprietary silicon anode materials in the United States, Canada or Mexico and (ii) to use best efforts to prioritize fulfillment of Amprius’ forecasted orders, if any.
+Added: Our SiCore batteries are based on the innovative, proprietary material system developed by Berzelius and are currently manufactured by our manufacturing partners.
+Added: Our SiCore batteries have been produced under contract manufacturing agreements with Berzelius and other partners.
+Added: However, to facilitate this product expansion, we entered into the Exclusive Supply Agreement with Berzelius, pursuant to which Berzelius agreed, among other things, (i) to manufacture for, and sell exclusively to, Amprius its proprietary silicon anode materials in the United States, Canada and Mexico and (ii) to use best efforts to prioritize fulfillment of Amprius’ forecasted orders, if any.
The Exclusive Supply Agreement does not include any commercial terms, and until such time as we are able to establish mutually agreeable commercial terms thereunder, if we are able to at all, the purchase of the materials under the Exclusive Supply Agreement by Amprius will be specified in written purchase orders mutually agreeable to the parties.
+Added: In addition, 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, and are engaging with potential additional partners across a network of established Asia-based contract manufacturers.
Our reliance on Berzelius or other third parties to manufacture our batteries or battery materials subjects us to certain risks, including but not limited to:
• Because we have not established commercial terms for future SiCore battery or battery material purchases and, therefore, must agree to commercial terms on each of our purchase orders, if Berzelius or our manufacturing partners increase their prices, we may not be able to establish commercially reasonable terms for future purchases;
−Removed: • We may purchase SiCore battery materials from Berzelius before we receive purchase orders for our SiCore batteries from our customers, or we may accept purchaser orders for SiCore batteries from our customers before establishing any commercial terms with Berzelius, and if we cannot establish commercially reasonable terms with Berzelius, we may not be able to fulfill customers’ orders or we may incur losses when trying to meet our obligations, which may result in our customers seeking alternative batteries, and in turn, we could lose customers and face reputational harm and penalties;
+Added: • We may purchase SiCore battery materials from Berzelius or our manufacturing partners before we receive purchase orders for our SiCore batteries from our customers, or we may accept purchaser orders for SiCore batteries from our customers before establishing any commercial terms with Berzelius or our manufacturing partners, and if we cannot establish commercially reasonable terms with Berzelius or our manufacturing partners, we may not be able to fulfill customers’ orders or we may incur losses when trying to meet our obligations, which may result in our customers seeking alternative batteries, and in turn, we could lose customers and face reputational harm or penalties;
+Added: Index to Consolidated Financial Statements
• If any of our manufacturing partners cease to provide manufacturing services to us, either permanently or temporarily, we may be required to arrange for alternative manufacturing arrangements, which we may not be able to arrange on financially attractive terms, on a timely basis or at all;
−Removed: • We do not control Berzelius or other third party manufacturers, and there is no guarantee that these partners will reserve any capacity for us, they will not have disruptions in their supply chain or manufacturing processes, and that our batteries or battery materials will be delivered to us within the agreed timeline and free from defects;
+Added: • We do not control Berzelius or other third party manufacturers, and there is no guarantee that these partners will reserve any capacity for us, they will not have disruptions in their supply chain or manufacturing processes, and that our batteries or battery materials will be delivered to us within the agreed timeline, or at all, or be free from defects;
• If we do not receive the batteries on time or if the batteries contain defects, we may have to delay deliveries, and our customers may terminate their orders or we may initiate product recalls;
−Removed: • If we are unable to successfully market SiCore batteries manufactured by Berzelius within our product portfolio, our business, financial condition and results of operations will be adversely affected;
+Added: • If we are unable to grow the market for SiCore batteries manufactured by Berzelius or our manufacturing partners within our product portfolio, our business, financial condition and results of operations will be adversely affected;
• Although we have exclusive rights to purchase Berzelius’ proprietary silicon anode materials in the United States, Canada and Mexico, we do not have exclusivity arrangements with respect to marketing, and there is no guarantee that Berzelius will not compete with us for customers;
+Added: • We plan to establish a global network of contract manufacturing partnerships in the future and we may face certain risks as part of this process, including, among other things, the risk of losing control over the manufacturing process of our SiCore batteries, which could lead to quality control issues, delay in production, increase in production costs, and non-compliance with our established standards, or we may encounter a risk of losing control of some of our intellectual property, and while we plan to set up business processes, including oversight and quality control procedures in order to manage our contract manufacturing arrangements, there can be no assurance that such processes will be effective;
+Added: • Relying on global third parties subjects us to certain risks beyond our control including, tariffs, currency fluctuations, geopolitics, trade barriers, or other general economic or political conditions, any of which may materially and adversely affect our business.
In the event any of the above risks, or any other adverse events resulting from our reliance on third parties, including those risks described below, occurs, our business, financial condition, results of operations and prospects may be adversely affected.
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Additionally, assuming we are able to develop the high-volume manufacturing lines, they may be unreliable, require regular and significant maintenance and could be capital and resource intensive to operate.
−Removed: Index to Consolidated Financial Statements
To date, we have manufactured on a kWh-scale capacity.
−Removed: Our ability to manufacture our batteries at scale depends on the successful development of an automated, high-volume manufacturing line for our silicon anode that meets our requirements for cell quality, throughput, yield, and other performance metrics.
+Added: Our ability to manufacture our batteries at scale depends on the successful development of an automated, high-volume manufacturing line for our SiMaxx silicon anode that meets our requirements for cell quality, throughput, yield, and other performance metrics.
Currently, we do not have a manufacturing line capable of producing our silicon anode batteries at scale.
−Removed: As part of our manufacturing expansion plans, in addition to designing and building a GWh-scale manufacturing facility, we are in the process of developing an automated, high-volume manufacturing line.
−Removed: Although we have received our first large-scale anode production machine, we are customizing the machine for our production processes and must then complete tuning and testing before the machine goes online for production purposes.
−Removed: There is no guarantee that the customization, development and implementation of this manufacturing line will be successful.
+Added: As part of our manufacturing expansion plans, in addition to designing a GWh-scale manufacturing facility, we are in the process of developing an automated, high-volume manufacturing line.
+Added: We have been customizing our first large-scale anode equipment for our SiMaxx production processes and have recently completed the qualification process for this equipment.
+Added: Before we use the equipment for production purposes, we must complete tuning and testing.
+Added: There is no guarantee that the customization, development, testing and implementation of this equipment will be successful.
In addition, there is no guarantee that we will also be able to correspondingly expand our manufacturing capacity for other battery components.
We and our potential suppliers and other equipment vendors may encounter significant engineering challenges, performance issues, delays, unforeseen development costs and other obstacles in building the high-volume manufacturing lines, and if we are not successful, or if we encounter significant delays, our business, financial condition, results of operations and prospects would be adversely affected.
−Removed: Furthermore, we expect to manufacture both SiCore and SiMaxx batteries at our Colorado facility.
We are reliant on Berzelius and third party manufacturers to provide us the necessary technology and support to build our own manufacturing line to produce the SiCore batteries.
In that process, we may encounter significant engineering challenges, performance issues, permitting issues, delays, unforeseen development costs and other obstacles.
+Added: Index to Consolidated Financial Statements
In addition, in order for us to produce our batteries at scale and at a cost advantage, we must achieve levels of quality, throughput, and yield demonstrated for mature battery production.
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We may not meet our manufacturing cost targets, which would limit the size of our market opportunities.
−Removed: We will require significant capital to develop and grow our business and expect to incur significant expenses, including those relating to the expansion of our manufacturing capacity, development and establishment of our high-volume manufacturing lines, raw material procurement, leases, sales and distribution as we build our brand and market our batteries, and general and administrative costs.
+Added: We may require significant capital to develop and grow our business and expect to incur significant expenses, including those relating to the expansion of our manufacturing capacity, development and establishment of our high-volume manufacturing lines, raw material procurement, leases, sales and distribution as we build our brand and market our batteries, and general and administrative costs.
Our profitability will not only depend on our ability to successfully market our batteries, but also our ability to control our costs.
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We rely on, and will continue to rely on, complex equipment for our operations, and manufacturing involves a significant degree of risk and uncertainty in terms of operational performance and costs.
−Removed: We rely heavily on, and will continue to rely heavily on, complex equipment for our operations and the production of our batteries, which involves a significant degree of uncertainty and risk in terms of operational performance and costs.
+Added: For our SiMaxx batteries, we rely heavily on, and will continue to rely heavily on, complex equipment for our operations and the production of our batteries, which involves a significant degree of uncertainty and risk in terms of operational performance and costs.
Our manufacturing equipment consists of many components, which may suffer unexpected malfunctions from time to time and may depend on repairs and spare parts to resume operations, which may not be available when needed.
Problems with our manufacturing processes could result in the loss of manufacturing equipment, damage to manufacturing facilities, monetary losses, delays, unanticipated fluctuations in production and personal injury to or death of workers.
−Removed: Should our precautions
−Removed: Index to Consolidated Financial Statements
−Removed: be inadequate or an event be larger than expected, we could have significant equipment or facility damage that would impact our ability to deliver our battery products and require additional resources to recover.
+Added: Should our precautions be inadequate or an event be larger than expected, we could have significant equipment or facility damage that would impact our ability to deliver our battery products and require additional resources to recover.
In addition, in some cases, operational problems may result in environmental damage, administrative fines, increased insurance costs and potential legal liabilities.
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Furthermore, manufacturing technology may evolve rapidly, and we may decide to update our manufacturing processes more quickly than expected.
−Removed: Moreover, as we scale the commercial production of our batteries, our experience may cause us to discontinue the use of already installed equipment in favor of different or additional equipment.
+Added: Moreover, as we scale the commercial production of our batteries, our experience may cause us to discontinue the use of already modified or installed equipment in favor of different or additional equipment.
The useful life of any equipment that would be retired early as a result would be shortened, causing the depreciation on such equipment to be accelerated, and our results of operations could be negatively impacted.
Our establishment of a volume manufacturing facility is subject to many risks, including, among others, risks relating to construction, permitting, delays, cost overruns, supply chain constraints, and operating in a new geographic area away from our headquarters.
−Removed: Our Fremont, California facility currently operates only at a kWh-scale manufacturing capacity.
−Removed: As part of our manufacturing expansion plans, we are in the process of designing a GWh-scale manufacturing facility for our batteries, concurrently with the development of our high-volume manufacturing lines for our SiMaxx and SiCore batteries.
−Removed: We may not be successful in establishing our GWh-scale manufacturing facility.
−Removed: 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, and we are in the process of designing and building our GWh-scale manufacturing facility on these premises.
−Removed: We will need to operate the manufacturing facility in this new geographic area away from our headquarters.
+Added: Our Fremont, California facility currently operates only at a kWh-scale manufacturing capacity and we are in the process of expanding this facility into a MWh-scale manufacturing facility.
+Added: In April 2023, we entered into a lease agreement for premises consisting of approximately 774,000 square feet of space located in Brighton, Colorado and announced a plan to build a GWh-scale manufacturing facility in those premises.
+Added: As of December 31, 2024, we completed
+Added: Index to Consolidated Financial Statements
+Added: our pre-construction planning for this facility.
+Added: 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.
+Added: In addition, we are currently monitoring the larger industry dynamics.
+Added: Changes in demand, supply, battery cost structure, government incentives, trade tariffs, and other considerations may also influence our decision, including whether to proceed with the construction at all.
+Added: If we decide not to proceed with the project, we may incur significant costs, which may adversely affect us, our financial condition and our growth prospects.
+Added: We may need to operate the new manufacturing facility in this new geographic area away from our headquarters.
Our potential suppliers and other equipment vendors may also encounter delays, additional costs, and other obstacles in building our manufacturing lines, which are currently unknown.
−Removed: Additionally, although we have tested and validated the performance of our SiMaxx batteries on one supplier’s platform, there is uncertainty as to whether our planned SiMaxx manufacturing line at the new manufacturing facility will be successful.
−Removed: If we fail to complete the construction in an efficient manner, or fail to recruit the required personnel and generally manage our growth effectively, large-scale production of our SiMaxx batteries could be curtailed or delayed.
−Removed: Further, we also plan to establish a manufacturing line for our SiCore batteries at the Colorado facility.
−Removed: Our ability to manufacture SiCore batteries depends on our ability to enter into a supply agreement with Berzelius under commercially reasonable terms.
+Added: Additionally, although we have tested and validated the performance of our SiMaxx batteries on one of our suppliers’ platform, there is uncertainty as to whether manufacturing SiMaxx batteries in the new manufacturing facility will be successful.
+Added: Further, if we manufacture SiCore batteries at the new manufacturing facility, our ability to manufacture them depends on our ability to establish mutually agreeable commercial terms with Berzelius under the relevant purchase orders.
If we fail to achieve large-scale production of our SiCore batteries, due to our inability to reach an agreement with Berzelius, or if we encounter significant engineering or other challenges, performance issues, delays, unforeseen development costs and other obstacles in building the manufacturing line for SiCore batteries, we may have to continue purchasing SiCore materials and batteries to support our customers’ demands, our results of operations would be negatively impacted.
−Removed: Achieving capacity at commercial scale of high energy density lithium-ion batteries will require us to make significant and increasing capital expenditures to scale our production capacity and improve our supply chain processes.
+Added: Achieving capacity at commercial scale of high energy density lithium-ion batteries may require us to make significant and increasing capital expenditures to scale our production capacity and improve our supply chain processes.
Further, because our silicon anode process requires different equipment than traditional anode manufacturing, our capital equipment costs are likely to be higher than equipment used for production of graphite anodes.
−Removed: 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 the build-out of the new manufacturing facility in Colorado.
−Removed: We are continuing the design and pre-construction work of the initial phase of up to 500 MWh that will allow us to be operational in 2025, and we expect to build out additional manufacturing in phases thereafter.
−Removed: The actual costs and time to complete our silicon anode process may materially exceed such estimates, if we are able to at all.
+Added: Although, we completed our pre-construction planning to build a GWh-scale manufacturing facility on our leased premises in Brighton, Colorado as of December 31, 2024, the scope and schedule of the construction will be determined based on, among other factors, the availability and timing of funding.
+Added: The actual costs and time to complete our silicon anode process may materially exceed our estimates, if we are able to complete it at all.
Even if we are successful in the establishment of the new facility, our manufacturing capabilities could be affected by cost-overruns, permitting issues, unexpected delays, equipment failures, supply chain constraints, natural disasters, including earthquakes, fire, floods and typhoons, power failures, telecommunications failures, break-ins, war, riots, terrorist attacks, pandemics, and numerous other factors that could prevent us from realizing the intended benefits of our manufacturing strategy, or cause the loss or corruption of data or malfunctions of software or hardware, and have a material adverse effect on our business.
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Our success depends on our ability to attract and retain our executive officers, key employees and other qualified personnel, particularly technical talent, and as a relatively small company with key talent residing in a limited number of employees, our operations may be severely disrupted if we lost their services.
−Removed: In particular, we are highly dependent on the
−Removed: Index to Consolidated Financial Statements
−Removed: services of Dr.
−Removed: Kang Sun, our Chief Executive Officer, and other senior technical and management personnel, including our executive officers, who would be difficult to replace.
+Added: In particular, we are highly dependent on the services of Dr.
+Added: Kang Sun, our Chief Executive Officer (“CEO”), and other senior technical and management personnel, including our executive officers, who would be difficult to replace.
Sun or any other key personnel were to depart, we may not be able to successfully attract and retain senior leadership necessary to grow our business.
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We recently expanded our product portfolio with the addition of SiCore and have made substantial investments to develop new products and enhancements to our existing products.
−Removed: We may forgo or delay pursuit of other opportunities that could have had greater commercial potential.
+Added: We may forgo or delay pursuit of other opportunities
+Added: Index to Consolidated Financial Statements
+Added: that could have had greater commercial potential.
Our resource allocation decisions may cause us to fail to capitalize on viable products or profitable market opportunities.
If we fail to pursue products that meet market demand, we may lose our competitive position, our products may become obsolete, and our business, financial condition and results of operations could be adversely affected.
−Removed: Certain of our officers and directors provide services to Amprius Holdings and other entities formerly affiliated with Amprius Holdings.
−Removed: Certain of our officers and directors provide services to Amprius Holdings.
−Removed: Kang Sun, our Chief Executive Officer and a member of our board of directors, serves on the boards of certain entities that were formerly affiliated with Amprius Holdings, including serving on the board of directors of Berzelius.
+Added: Certain of our officers and directors provide services to other entities formerly affiliated with Amprius Holdings.
+Added: Kang Sun, our CEO and a member of our board of directors, serves on the boards of certain entities that were formerly affiliated with Amprius Holdings, including serving on the board of directors of Berzelius.
There could be competition for the time and effort of such officers and directors and, further, potential conflicts of interests in our transactions with such entities.
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We may encounter delays and technical obstacles in developing new battery products such as different cell formats to meet varied market requirements.
−Removed: Our customers often require unique battery configurations or custom designs for their products.
−Removed: Once we enter into contracts with customers to produce batteries for their products, we expect to tailor the design of our batteries specifically to the products that these customers manufacture.
+Added: Our customers may require unique battery configurations or custom designs for their products.
+Added: Once we enter into contracts with customers to produce batteries for their products, we may expect to tailor the design of our batteries specifically to the products that these customers manufacture.
This development process requires not only substantial lead time between the commencement of design efforts for customized batteries and the commencement of volume shipments of the battery cells to the customer, but also the cooperation and assistance of the customer in order to determine the requirements for each specific application.
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If we are unable to design and develop new battery products that meet our customers’ requirements, we may lose opportunities to obtain purchase orders, and our reputation and prospects may be damaged.
−Removed: Index to Consolidated Financial Statements
Certain components of our batteries are hazardous and pose safety risks that may cause accidents in our manufacturing facility.
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We may not be able to cover any substantial monetary judgment against us.
−Removed: Moreover, a product liability claim against us or our competitors could generate substantial negative publicity about our battery products and could have a material adverse effect on our brand, business, financial condition, results of operations and prospects.
+Added: Index to Consolidated Financial Statements
+Added: product liability claim against us or our competitors could generate substantial negative publicity about our battery products and could have a material adverse effect on our brand, business, financial condition, results of operations and prospects.
We may not be able to accurately estimate the future supply and demand for our batteries, which could result in a variety of inefficiencies in our business and hinder our ability to generate revenue.
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If we overestimate our requirements, our suppliers may deliver excess inventory, which indirectly would increase our costs and may result in unprofitable sales or write-offs.
−Removed: Given that our batteries are often customized to meet our customers’ specifications, they are susceptible to obsolescence due to their limited shelf life.
+Added: Given that our batteries may be customized to meet our customers’ specifications, they are susceptible to obsolescence due to their limited shelf life.
Because we have no history of large-scale production, we may also be unable to forecast accurately the pace of manufacturing or the take-up of our battery products by our customers.
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In either case, our business, financial condition, results of operations and prospects may be adversely affected.
−Removed: We may not be able to establish supply relationships for necessary materials, components or equipment or may be required to pay more than anticipated for components or equipment, which could negatively impact our business.
−Removed: We rely on third-party suppliers, including Berzelius and other manufacturing partners for batteries and components necessary to develop and manufacture our batteries, including key supplies such as our silane gas, substrate foil, electrolytes, separators, and cathode materials.
+Added: We may not be able to establish supply relationships for necessary finished batteries, materials, components or equipment or may be required to pay more than anticipated for components or equipment, which could negatively impact our business.
+Added: We rely on third party suppliers, including Berzelius and other manufacturing partners, for batteries and components necessary to develop and manufacture our batteries, including key supplies such as our anode materials, electrolytes, separators, and cathode materials.
We face risks relating to the availability of these materials and components, including that we will be subject to demand shortages and supply chain challenges and generally may not have sufficient purchasing power to eliminate the risk of price increases for the raw materials and lines we need.
−Removed: For example, we expect to procure the silane gas needed for our GWh-scale manufacturing facility in Colorado from one vendor, a global supplier
−Removed: Index to Consolidated Financial Statements
−Removed: of silane and silicon materials;
−Removed: however, we expect that they may not be able to supply the volume required for highly scaled production.
−Removed: We are also in the process of collaborating with other key suppliers but have not yet entered into agreements for the supply of scaled production quantities of these materials.
−Removed: To the extent that we are unable to enter into commercial agreements with these suppliers on beneficial terms, or these suppliers experience difficulties ramping up their supply of materials to meet our requirements, high-volume production of our batteries will be delayed and we will not be able to meet our production timelines.
+Added: To the extent that we are unable to enter into commercial agreements with any of our suppliers on beneficial terms, or any of our suppliers experience difficulties ramping up their supply of materials to meet our requirements, the production of our batteries will be delayed and we will not be able to meet our production timelines.
Separately, we may be subject to various supply chain requirements regarding, among other things, conflict minerals and labor practices.
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Any of the foregoing could materially and adversely affect our business, financial condition, results of operations and prospects.
+Added: Index to Consolidated Financial Statements
We are actively monitoring the impacts of armed conflicts between Russia and Ukraine and in the Middle East and are continuing to assess their potential to adversely affect our business.
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In addition, lithium-ion battery manufacturers may make improvements in energy density faster than they have historically, continue to reduce cost and expand supply of conventional batteries and therefore reduce our energy density advantage, which would negatively impact the prospects for our business or negatively impact our ability to sell our battery products at a market-competitive price and with sufficient margins.
−Removed: Index to Consolidated Financial Statements
There are a number of companies seeking to develop alternative approaches to lithium-ion battery technology.
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If a competing technology is developed that has superior operational or price performance, or if we fail to accurately predict and ensure that our battery technology can address customers’ changing needs or emerging technological trends, or if our customers fail to achieve the benefits expected from our silicon anode technology, our business prospects would be adversely affected.
−Removed: We expect to commit significant resources to scale our battery manufacturing capacity and maintain a competitive position, and these commitments may be made without knowing whether such investments will result in products potential customers will accept.
+Added: We expect to commit significant resources to scale our battery manufacturing capacity, including partnering with global contract manufacturers, and maintain a competitive position, and these commitments may be made without knowing whether such investments will result in products potential customers will accept.
There is no assurance we will successfully identify new customer requirements, develop and bring our batteries to market on a timely basis, or that products and technologies developed by others will not render our batteries obsolete or noncompetitive, any of which would adversely affect our business, financial condition and results of operations.
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These applications may develop slower or at a size that is less than expected, to the extent they develop at all.
+Added: Index to Consolidated Financial Statements
Our growth and future demand for our battery products is dependent in part upon the adoption by consumers of alternative fuel vehicles in general and battery-powered aviation applications and other electrically powered modes of transportation in particular.
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We have pursued and may continue to pursue development agreements and other strategic alliances, which could have an adverse impact on our business if they are unsuccessful.
−Removed: Index to Consolidated Financial Statements
We have entered into development agreements and master supply agreements with certain of our customers, and may in the future enter into similar arrangements and development agreements with our customers, including with AALTO Airbus and the U.S.
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We could experience delays if our partners do not meet agreed-upon timelines or experience capacity constraints, and in turn, we could lose customers and face reputational harm.
−Removed: Our ability to grow will depend, in part, on our ability to contract with aviation and EV OEMs to incorporate our batteries in their products, which will require significant time and expense, and may not come to fruition.
−Removed: Our success, and our ability to increase revenue and operate profitably, depends in part on our ability to contract with aviation and EV OEMs.
+Added: Our ability to grow will depend, in part, on our ability to contract with aviation, EV and LEV OEMs to incorporate our batteries in their products, which will require significant time and expense, and may not come to fruition.
+Added: Our success, and our ability to increase revenue and operate profitably, depends in part on our ability to contract with aviation, EV and LEV OEMs.
This process will require significant time and resources, especially for incorporation into EVs.
4 unchanged sentences
Our research and development efforts strive to create products that are on the cutting edge of technology and meeting the evolving requirements of our customers, but competition in our industry is high.
−Removed: To secure acceptance of our battery products, we must also constantly develop and introduce cost-effective, increasingly more scalable silicon anode batteries with enhanced functionality and performance to meet evolving industry standards.
+Added: To secure acceptance of our battery
+Added: Index to Consolidated Financial Statements
+Added: products, we must also constantly develop and introduce cost-effective, increasingly more scalable silicon anode batteries with enhanced functionality and performance to meet evolving industry standards.
If we are unable to retain and grow our existing customer relationships, or convert early trial deployments into meaningful orders, our business, financial condition, results of operations and prospects could be materially adversely affected.
If existing customers do not make subsequent purchases from us or renew their contracts with us, our revenue could decline, and our results of operations would be adversely impacted.
−Removed: We derive a significant portion of our revenue from existing customers that expand their relationships with us.
+Added: Historically, we derived a significant portion of our revenue from existing customers that expand their relationships with us.
Increasing the size and number of the deployments of our existing customers is an important part of our growth strategy.
We may not be effective in executing this or any other aspect of our growth strategy.
−Removed: For our customers who individually represent 10% or more of our revenue, three customers together accounted for 67% and four customers together accounted for 73% of our revenue during the years ended December 31, 2023 and 2022, respectively.
+Added: For our customers who individually represent 10% or more of our revenue, three customers together accounted for approximately 47% and 67% of our revenue during each of the years ended December 31, 2024 and 2023, respectively.
Certain of our customers, including customers that represent a significant portion of our business, have in the past reduced their spend with us or terminated their agreements with us, which has reduced our anticipated future cash receipts or revenue from these customers.
3 unchanged sentences
If our efforts to expand within our existing customer base are not successful, our business may suffer.
−Removed: If our customers choose to reduce purchases, or do not purchase at all, batteries manufactured outside of the United States our revenue could decline and our prospects may be adversely effected.
+Added: If our customers choose to reduce purchases, or do not purchase at all, batteries manufactured outside of the United States, our revenue could decline and our prospects may be adversely affected.
Our SiCore batteries are based on the innovative, proprietary material system developed by Berzelius, which is a Chinese corporation, and are currently manufactured by our manufacturing partners in China.
1 unchanged sentence
As such, if the construction of our large-scale facility or our development of manufacturing lines that can produce SiCore batteries are delayed, our business and prospects may be materially and adversely affected.
−Removed: Index to Consolidated Financial Statements
−Removed: We will require additional capital to support business growth, and this capital might not be available on commercially reasonable terms or at all.
−Removed: We will need additional capital before we commence production at scale, and it may not be available on acceptable terms, if at all.
−Removed: For example, our capital budget assumes, among other things, that our development timeline progresses as planned and our corresponding expenditures are consistent with current expectations, both of which are subject to various risks and uncertainties, including those described herein, and, as needed, that we are able to utilize the At Market Financing (as defined below).
−Removed: More specifically, we expect our capital expenditures and working capital requirements to increase materially in the near future, as we design our automated, high-volume manufacturing lines and scale up production.
−Removed: 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.
−Removed: Through this process, we expect our operating expenses will increase substantially on account of increased headcount and other general and administrative expenses necessary to support a rapidly growing company.
+Added: We may require additional capital to support business growth, and this capital might not be available on commercially reasonable terms or at all.
+Added: On October 2, 2023, we entered into the At Market Issuance Sales Agreement (the “Sales Agreement”) with B.
+Added: Riley Securities, Inc., Cantor Fitzgerald & Co.
+Added: Wainwright & Co., LLC, as sales agents (collectively, 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 (the “At Market Financing”), as described in the prospectus supplement dated October 10, 2023 filed with the SEC.
+Added: We may need additional capital before we commence production at scale, and it may not be available on acceptable terms, if at all.
+Added: For example, our capital forecast assumes, among other things, that our development timeline progresses as planned and our corresponding expenditures are consistent with current expectations, both of which are subject to various risks and uncertainties, including those described herein, and, as needed, that we are able to utilize the At Market Financing.
+Added: More specifically, while the construction schedule for our GWh-scale manufacturing facility will be determined based on, among other factors, the availability and timing of funding, we expect our capital expenditures and working capital requirements may increase materially, if we construct our automated, high-volume manufacturing lines and scale up production.
+Added: Additionally, we expect our operating expenses may increase substantially on account of increased headcount and other general and administrative expenses necessary to support a rapidly growing company.
As a result, we expect to need to access the debt and equity capital markets, including through the At Market Financing, to obtain additional financing in the future.
2 unchanged sentences
• market conditions;
+Added: Index to Consolidated Financial Statements
• the level of success with our current manufacturing capabilities;
10 unchanged sentences
It is not possible to predict the actual number of shares we will sell under the Sales Agreement, if any, or the gross proceeds resulting from those sales.
−Removed: 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 the Sales Agents, shares of our common stock with an aggregate offering price of not more than $100.0 million (the “At Market Financing”).
−Removed: In connection with our execution of the Sales Agreement, we mutually agreed with BRPC II to terminate the Committed Equity Financing, which termination became effective on October 10, 2023.
+Added: Under the Sales Agreement, we may offer and sell, from time to time, through the Sales Agents, shares of our common stock with an aggregate offering price of not more than $100.0 million.
+Added: During the year ended December 31, 2024 and from the date of the Sales Agreement through December 31, 2024, we sold shares of our common stock under the Sales Agreement resulting in aggregate net proceeds of approximately $33.4 million and $33.8 million, respectively.
Subject to certain limitations in the Sales Agreement and compliance with applicable law, we have the discretion to deliver a placement notice to any Sales Agents at any time throughout the term of the Sales Agreement.
−Removed: The number of shares that are sold to or through the Sales Agents after delivering a placement notice will fluctuate based on a number of factors, including the market price of our common stock during the sales period, the limits we set with the Sales Agents in
−Removed: Index to Consolidated Financial Statements
−Removed: any applicable placement notice, and the demand for, and trading volume of, our common stock during the sales period.
+Added: The number of shares that are sold to or through the Sales Agents after delivering a placement notice will fluctuate based on a number of factors, including the market price of our common stock during the sales period, the limits we set with the Sales Agents in any applicable placement notice, and the demand for, and trading volume of, our common stock during the sales period.
Because the price per share of each share sold will fluctuate during the sales period, it is not possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with such sales.
9 unchanged sentences
If we were unable to maintain or increase our customer retention rates or generate new customers in a cost-effective manner, our business, financial condition and results of operations would likely be adversely affected.
−Removed: We cannot assure you that we will be able to maintain or grow our customer base in a cost-effective way.
+Added: We cannot assure
+Added: Index to Consolidated Financial Statements
+Added: you that we will be able to maintain or grow our customer base in a cost-effective way.
If we are unable to develop high quality products at scale, or introduce new products, we may fail to attract new customers or lose our existing customers, which could adversely affect our growth and profitability.
9 unchanged sentences
We are an early-stage company with a history of financial losses and expect to incur significant expenses and continuing losses for the foreseeable future.
−Removed: We have incurred significant operating losses since our inception.
−Removed: For example, our revenue was $9.1 million and $4.4 million during the years ended December 31, 2023 and 2022, respectively, and we generated net losses of $36.8 million and $17.3 million during the years ended December 31, 2023 and 2022, respectively.
−Removed: We believe that we will continue to incur operating and net losses each fiscal quarter until at least the time we begin scaled production of our batteries.
−Removed: We expect the rate at which we will incur losses to be significantly higher in future periods as we, among other things:
−Removed: continue to incur significant expenses in connection with building out our high-volume manufacturing facility and
−Removed: Index to Consolidated Financial Statements
−Removed: manufacturing lines;
−Removed: endeavor to hire the experienced scientific, quality-control, and manufacturing personnel needed to operate our scaled manufacturing processes;
+Added: We have incurred net losses since our inception.
+Added: For example, during the years ended December 31, 2024 and 2023, we generated net losses of $44.7 million and $36.8 million, respectively, with revenue of $24.2 million and $9.1 million, respectively.
+Added: We may continue incurring net losses in the future as we, among other things, endeavor to hire the experienced scientific, quality-control, and manufacturing personnel needed to operate our scaled manufacturing processes;
increase our sales and marketing activities;
−Removed: develop our distribution infrastructure;
+Added: expand our distribution infrastructure;
and increase our general and administrative functions to support our growing operations.
12 unchanged sentences
and result in loss of employees and reduced productivity of remaining employees.
−Removed: Our growth is expected to require significant capital expenditures, which may lower our earnings, and may divert financial resources from other projects such as the development of new products and services.
+Added: Our growth may require significant capital expenditures, which may lower our earnings, and may divert
+Added: Index to Consolidated Financial Statements
+Added: financial resources from other projects such as the development of new products and services.
If we are unable to manage our growth effectively, our expenses may increase more than expected, our revenue may not increase or may grow more slowly than expected and we may be unable to implement our business strategy.
7 unchanged sentences
A loss that is uninsured or which exceeds policy limits may require us to pay substantial amounts, which could adversely affect our business, financial condition and results of operations.
−Removed: Our cash and cash equivalents could be adversely affected if the financial institutions in which we hold our cash and cash equivalents fail.
−Removed: We regularly maintain cash balances at third-party financial institutions, including Silicon Valley Bank, in excess of the Federal Deposit Insurance Corporation insurance limit.
−Removed: Silicon Valley Bank’s temporary failure to return certain of our deposits in March 2023 briefly impacted access to our invested cash or cash equivalents, and a similar failure of a depository institution to return these deposits, or if a depository institution is subject to other adverse conditions in the financial or credit markets, could further impact access to our invested cash or cash equivalents and could adversely impact our operating liquidity and financial performance.
−Removed: Index to Consolidated Financial Statements
−Removed: We have previously identified material weaknesses in our internal controls over financial reporting.
−Removed: If we are unable to develop and maintain an effective system of internal controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our stock price, business and operating results.
+Added: Our cash and money market funds could be adversely affected if the financial institutions in which we hold our cash and money market funds fail.
+Added: We deposit and maintain our cash and money market funds with third party financial institutions.
+Added: A failure of these financial institutions to return our cash deposits and money market funds, or if a depository institution is subject to other adverse conditions in the financial or credit markets, could impact our access to our cash or money market funds and could adversely impact our operating liquidity and financial performance.
+Added: We are obligated to develop and maintain proper and effective internal control over financial reporting.
+Added: If we are unable to develop and maintain an effective system of internal controls and procedures required by Section 404 of the Sarbanes-Oxley Act, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our stock price, business and operating results.
Effective internal control over financial reporting is necessary for us to provide reliable financial reports in a timely manner.
−Removed: We previously identified two material weaknesses in our internal control over financial reporting that have not been remediated as of December 31, 2023.
−Removed: A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: The previously identified material weaknesses pertained to the inadequate design and maintenance of internal controls over our financial reporting and close activities and inadequate segregation of duties.
−Removed: More specifically, the material weaknesses were attributed to our inadequate controls on our implementation, use and monitoring of certain new application systems that were implemented during 2023, which resulted in inadequate review of certain transactions.
−Removed: In order to address these identified material weaknesses, we are enhancing our control activities on our application systems, including removing inappropriate level of access on those application systems by our employees, enhancing our controls on our review of transactions entered into our accounting system, and engaging external specialists to assist us in reviewing, testing and monitoring our internal controls on a periodic basis.
−Removed: Our management believes that these actions will enable us to address the material weaknesses that were identified in a timely manner and maintain a properly designed and effective system of internal control over financial reporting and provide appropriate segregation of duties.
−Removed: However, these remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.
−Removed: We plan to continue to assess our internal controls and procedures and intend to take further action as necessary or appropriate to address any other matters we identify.
−Removed: We cannot assure you that the measures we have taken to date and may take in the future, will be sufficient to remediate the control deficiencies that led to our material weaknesses in internal control over financial reporting or that it will prevent or avoid potential future material weaknesses.
The effectiveness of our internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the possibility of human error and the risk of fraud.
−Removed: If we are unable to remediate our current material weaknesses or any material weaknesses in the future, our ability to record, process and report financial information accurately, and to prepare financial statements within the time periods specified by the forms of the SEC, could be adversely affected which, in turn, may adversely affect our reputation and business and the market price of our common stock.
+Added: If we are unable to develop and maintain effective internal control over our financial reporting, or remediate any material weaknesses we identify in the future, we may not be able to accurately report our financial results in a timely manner, or prepare our financial statements within the time periods specified by the forms of the SEC, which may adversely affect our reputation and business and the market price of our common stock.
In addition, any such failures could result in litigation or regulatory actions by the SEC or other regulatory authorities, loss of investor confidence, delisting of our securities and harm to our reputation and financial condition, or diversion of financial and management resources from the operation of our business.
−Removed: In addition, it is possible that control deficiencies could be identified by our management, by our independent registered public accounting firm in the future or may occur without being identified.
−Removed: Such a failure could result in regulatory scrutiny and cause investors to lose confidence in our reported financial condition, lead to a default under future indebtedness and otherwise have a material adverse effect on our business, financial condition, cash flow or results of operations.
−Removed: As a public company, we are required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting for annual reports on Form 10-K that we file with the SEC beginning with our Annual Report on Form 10-K for the year ended December 31, 2023.
−Removed: Future assessments will need to include disclosure of any material weaknesses identified by our management on our internal control over financial reporting.
−Removed: Eventually, it is possible that our independent registered public accounting firm will also be required to audit the effectiveness of our internal control over financial reporting in future annual reports on Form 10-K to be filed with the SEC.
−Removed: We are required to disclose changes made on our internal control over financial reporting on a quarterly basis.
+Added: During the years ended December 31, 2023 and 2022, we identified material weaknesses in our internal control over financial reporting pertaining to the inadequate design and maintenance of our internal control over our financial reporting and close activities and inadequate segregation of duties.
+Added: Although those material weaknesses were remediated and there were no material weaknesses identified as of December 31, 2024, there can be no assurance that we will not experience additional material weaknesses in the future.
+Added: We continue to assess our internal controls and procedures and intend to take further actions as necessary or appropriate to address any other matters we may identify in the future.
+Added: We cannot assure you that the measures we have taken to date and may take in the future, will be sufficient to prevent or avoid potential future material weaknesses in internal control over financial reporting.
+Added: In addition, it is possible that control deficiencies or significant deficiencies could be identified by our management or by our independent registered public accounting firm in the future or may occur without being identified.
+Added: Such a failure could result in regulatory scrutiny and cause investors to lose confidence in our reported financial condition, lead to a default under future indebtedness, and could have a material adverse effect on our business, financial condition, cash flow or results of operations.
+Added: Index to Consolidated Financial Statements
+Added: As a public company, we are required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting for annual reports on Form 10-K that we file with the SEC.
+Added: In such report, we are required to disclose any material weaknesses identified by our management on our internal control over financial reporting.
+Added: Additionally, we are required to disclose changes made on our internal control over financial reporting on a quarterly basis.
Failure to comply with the Sarbanes-Oxley Act could potentially subject us to sanctions or investigations by the SEC, the applicable stock exchange or other regulatory authorities, which would require additional financial and management resources.
−Removed: We have begun the process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with Section 404 in the future, but we may not be able to complete our evaluation, testing and any required remediation in a timely fashion.
+Added: As of December 31, 2024, management assessed the effectiveness of our internal control over financial reporting and concluded that such internal controls and procedures were effective.
+Added: See the section titled "Controls and Procedures – Management's Report on Internal Control over Financial Reporting" for more information.
+Added: Eventually, it is possible that our independent registered public accounting firm will also be required to audit the effectiveness of our internal control over financial reporting in future annual reports on Form 10-K to be filed with the SEC.
Our ability to utilize our net operating losses, tax credit carryforwards, and certain other tax attributes to offset future taxable income may be subject to certain limitations.
−Removed: Index to Consolidated Financial Statements
In general, under Section 382 of the Internal Revenue Code, a corporation that undergoes an “ownership change” is subject to limitations on its ability to use its pre-change net operating loss carryforwards (“NOLs”) to offset future taxable income.
The limitations apply if a corporation undergoes an “ownership change,” which is generally defined as a greater than 50 percentage point change (by value) in its equity ownership by certain stockholders over a three-year period.
−Removed: If Legacy Amprius experienced an ownership change at any time since its incorporation, we may already be subject to limitations on our ability to utilize Legacy Amprius’ existing NOLs and other tax attributes to offset taxable income or tax liability.
+Added: If we experienced an ownership change at any time since our incorporation, we may already be subject to limitations on our ability to utilize our existing NOLs and other tax attributes to offset taxable income or tax liability.
In addition, future changes in our stock ownership, which may be outside of our control, may trigger an ownership change.
Similar provisions of state tax law may also apply to limit our use of accumulated state tax attributes.
−Removed: As a result, even if we earn net taxable income in the future, our ability to use our or Legacy Amprius’ pre-change NOL carryforwards and other tax attributes to offset such taxable income or tax liability may be subject to limitations, which could potentially result in increased future income tax liability to us.
−Removed: Further, because Legacy Amprius and Amprius Holdings were members of a consolidated group for U.S.
−Removed: federal income tax purposes up to September 14, 2022, the closing date of our business combination with Kensington Capital Acquisition Corp.
−Removed: IV, NOLs and other tax attributes of Legacy Amprius are available to be utilized by any member of the consolidated group.
+Added: As a result, even if we earn net taxable income in the future, our ability to use our NOL carryforwards and other tax attributes to offset such taxable income or tax liability may be subject to limitations, which could potentially result in increased future income tax liability to us.
+Added: Further, because we and Amprius Holdings were members of a consolidated group for U.S.
+Added: federal income tax purposes up to September 14, 2022, the closing date of our business combination with Kensington, NOLs and our other tax attributes are available to be utilized by any member of the consolidated group.
Accordingly, our existing NOLs and other tax attributes may not be available to offset future income tax liabilities.
−Removed: There is also a risk that changes in law or regulatory changes made in response to the need for some jurisdictions to raise additional revenue to help counter the fiscal impact from the COVID-19 pandemic or for other unforeseen reasons, including suspensions on the use of net operating losses, tax credits, and other tax attributes, possibly with retroactive effect, may result in our and Legacy Amprius’ existing net operating losses, tax credits, or other tax attributes expiring or otherwise being unavailable to offset future income tax liabilities.
−Removed: Also the Tax Cuts and Jobs Act requires taxpayers to capitalize research and development expenditures and to amortize domestic expenditures over five years and foreign expenditures over 15 years.
+Added: With the recent change in presidential administration, there is also a risk that there will be substantial changes in law or regulations.
+Added: In addition, many of the states are seeking to increase tax revenues.
+Added: Such changes may include, but are not limited to, changes in the tax rate or possible suspensions on the use of net operating losses, tax credits, and other tax attributes.
+Added: The Internal Revenue Code now requires taxpayers to capitalize research and development expenditures and to amortize domestic expenditures over five years and foreign expenditures over 15 years.
If Congress does not modify or repeal this provision, it may result in the acceleration of future taxable income (and associated income tax liabilities) for us.
Any resulting income tax liabilities may reduce our future cash flows.
−Removed: The IRS or other taxing authority could assert income tax liability against us, notwithstanding the provisions of the Tax Sharing Agreement.
−Removed: Under a tax sharing agreement with Amprius Holdings (the “Tax Sharing Agreement”), Amprius Holdings generally would be required to indemnify us for the U.S.
−Removed: federal income tax liabilities of the U.S.
−Removed: federal consolidated group of which Amprius Holdings and Legacy Amprius were members (and any similar consolidated, combined or unitary tax group for state tax purposes) for taxable periods prior to (and including) the Closing Date (a “Consolidated Return Year”).
−Removed: 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.
−Removed: However, the Tax Sharing Agreement is not binding on the IRS or other state taxing authority, and does not prevent the IRS or other state taxing authority from asserting a tax claim against us or Legacy Amprius for any unpaid income tax liabilities of Legacy Amprius or Amprius Holdings for any Consolidated Return Year.
−Removed: If that were to occur, we would be required to seek indemnification against Amprius Holdings for payment of any amounts on such claims, and Amprius Holdings’ ability to satisfy such claims may depend on whether Amprius Holdings is able to sell sufficient shares of our common stock to satisfy the tax liability.
The unavailability, reduction or elimination of government and economic incentives could have a material adverse effect on our business, financial condition, results of operations and prospects.
1 unchanged sentence
For example, the Inflation Reduction Act of 2022 introduces or extends a number of tax credits to promote clean energy development.
−Removed: We cannot assure you that we will be able to benefit from such programs or that these subsidies and incentive programs will be available to us at the same or comparable levels in the future.
+Added: We cannot assure you that we will be able to benefit from such programs or that these subsidies and incentive programs will be available to us at the same or comparable levels in the future, including as a result of changes to the leadership within the United States government administration.
We have received commitments of state and local incentive packages providing approximately $10.0 million in total tax incentives relating to our design and buildout of a GWh-scale facility in Brighton, Colorado.
1 unchanged sentence
The City of Brighton also approved incentives with a total estimated value of approximately $0.9 million, including a five-year property tax rebate of 100% and a 50% rebate on the city’s use tax collected on construction materials.
−Removed: In addition, the Adams County Regional Economic Partnership approved incentives in the form of tax abatement with performance-based contingencies.
−Removed: If we are not able to achieve the performance-based goals set for the incentives, we may not receive any funding or benefits from the state and local governments of Colorado.
+Added: In addition, the Adams County Regional Economic Partnership approved incentives in the form of tax abatement with performance-based
Index to Consolidated Financial Statements
+Added: contingencies.
+Added: If we are not able to achieve the performance-based goals set for the incentives, we may not receive any funding or benefits from the state and local governments of Colorado.
Further, government incentives are subject to uncertainties and may be discontinued at any time.
−Removed: For example, in October 2022, we were awarded a $50.0 million cost sharing grant from the United States Department of Energy.
−Removed: The cost sharing grant was dependent on the successful negotiation of a final contract.
−Removed: In June 2023, we and the U.S.
−Removed: Department of Energy mutually agreed to discontinue the negotiation of the cost sharing grant.
Any reduction, elimination or discriminatory application of government subsidies and economic incentives because of policy changes, or the reduced need for such subsidies and incentives due to the perceived success of clean and renewable energy products or other reasons, may require us to seek additional financing, which may not be obtainable on commercially attractive terms or at all, and may result in the diminished competitiveness of the battery cell industry generally or our silicon anode battery cells in particular.
Any change in the level of subsidies and incentives from which we benefit could materially and adversely affect our business, financial condition, results of operations and prospects.
−Removed: A significant portion of our business depends on sales to the public sector, and our failure to receive and maintain government contracts or changes in the contracting or fiscal policies of the public sector could have a material adverse effect on our business.
−Removed: We currently rely on U.S.
−Removed: government contracts (as a prime contractor or subcontractor) for a material portion of our revenue and to partially fund our research and development activities, and we believe that the success and growth of our business will continue to include successful procurement of government contracts.
+Added: We have customers from the public sector, and our failure to receive and maintain government contracts or changes in the contracting or fiscal policies of the public sector could have a material adverse effect on our business.
+Added: We have contracts with certain government agencies of the United States (as a prime contractor or subcontractor).
Sales to government agencies are subject to a number of challenges and risks.
15 unchanged sentences
• for contracts subject to the Truth in Negotiations Act, reduce the contract price or cost where it was increased because a contractor or subcontractor furnished cost or pricing data during negotiations that was not complete, accurate, and current;
−Removed: Index to Consolidated Financial Statements
• for some contracts, (i) demand a refund, make a forward price adjustment, or terminate a contract for default if a contractor provided inaccurate or incomplete data during the contract negotiation process and (ii) reduce the contract price under triggering circumstances, including the revision of price lists or other documents upon which the contract award was predicated;
+Added: Index to Consolidated Financial Statements
• decline to exercise an option to renew a multi-year contract;
3 unchanged sentences
• control or prohibit the export of our battery products and technology.
−Removed: Government contracts are also generally subject to greater scrutiny by the government, which can initiate reviews, audits and investigations regarding our compliance with government contract requirements.
+Added: Government contracts are also generally subject to greater scrutiny, whereby the government can initiate reviews, audits and investigations regarding our compliance with government contract requirements.
Current and new regulations or procurement requirements (including, for example regulations regarding counterfeit and corrupt parts, country of origin restrictions, supply chain diligence, mandatory socioeconomic compliance requirements and cybersecurity) or changes to current requirements could limit contracting opportunities and also increase our costs and risk of non-compliance.
15 unchanged sentences
Systems we currently use or may use in the future in conducting our business, including data centers and other information technology systems, will be vulnerable to damage or interruption.
−Removed: Such systems could also be subject to break-ins, sabotage and intentional acts of vandalism, as well as disruptions and security breaches and security incidents as a result of non-technical issues, including intentional or
−Removed: Index to Consolidated Financial Statements
−Removed: inadvertent acts or omissions by employees, service providers, or others.
+Added: Such systems could also be subject to break-ins, sabotage and intentional acts of vandalism, as well as disruptions and security breaches and security incidents as a result of non-technical issues, including intentional or inadvertent acts or omissions by employees, service providers, or others.
We currently use, and may use in the future, outsourced service providers to help provide certain services, and any such outsourced service providers face similar security and system disruption risks as us.
−Removed: Our ability to monitor our outsourced service providers’ security measures is limited, and, in any event, third parties may be able to circumvent those security measures, resulting in the unauthorized access to, misuse, acquisition, disclosure, loss, alteration, or destruction of personal, financial, confidential, or other data, including data relating to individuals.
+Added: Our ability to monitor our outsourced service providers’ security measures is limited, and, in any event, third parties may be able to circumvent those security measures, resulting in the unauthorized access to, misuse, acquisition, disclosure, loss, alteration, or destruction of personal, financial, confidential, or other data,
+Added: Index to Consolidated Financial Statements
+Added: including data relating to individuals.
Some of the systems used in our business will not be fully redundant, and our disaster recovery planning cannot account for all eventualities.
2 unchanged sentences
The resources required may increase over time as the methods used by hackers and others engaged in online criminal activities and otherwise seeking to obtain unauthorized access to systems or data, and to disrupt systems, are increasingly sophisticated and constantly evolving.
−Removed: In particular, ransomware attacks have become more prevalent in the industrial sector, which could materially and adversely affect our ability to operate and may result in significant expense.
+Added: In particular, ransomware attacks have become more prevalent in the industrial sector, which could materially and adversely affect our ability to operate and may result in significant expense or reputational harm.
In addition, we may face increased compliance burdens regarding such requirements with regulators and customers regarding our battery products and also incur additional costs for oversight and monitoring of our supply chain.
13 unchanged sentences
We anticipate needing to dedicate substantial resources to comply with laws, regulations, and other obligations relating to privacy and data security in order to comply.
−Removed: Any failure or alleged or
+Added: Any failure or alleged or perceived failure to comply with any applicable laws, regulations, or other obligations relating to privacy, data protection, or data security could also result in regulatory investigations and proceedings, and misuse of or failure to secure data relating to individuals could also result in claims and proceedings against us by governmental entities or others, penalties and other liability, and damage to our reputation and credibility, and could have a negative impact on our business, financial condition, results of operations and prospects.
Index to Consolidated Financial Statements
−Removed: perceived failure to comply with any applicable laws, regulations, or other obligations relating to privacy, data protection, or data security could also result in regulatory investigations and proceedings, and misuse of or failure to secure data relating to individuals could also result in claims and proceedings against us by governmental entities or others, penalties and other liability, and damage to our reputation and credibility, and could have a negative impact on our business, financial condition, results of operations and prospects.
Risks Related to Intellectual Property
13 unchanged sentences
Therefore, our intellectual property rights may not be as strong or as easily enforced outside of the United States and efforts to protect against the unauthorized use of our intellectual property rights, technology and other proprietary rights may be more expensive and difficult outside of the United States.
−Removed: Further, we have not established our intellectual property rights in all countries in the world, and competitors may copy our designs and technology and operate in countries in which it has not prosecuted our intellectual property.
+Added: Further, we have not established our intellectual property rights in all countries in the world, and competitors may copy our designs and technology and operate in countries in which we have not enforced our intellectual property rights.
Failure to adequately protect our intellectual property rights could result in our competitors using our intellectual property to offer products, and competitors’ ability to design around our intellectual property would enable competitors to offer similar or better batteries, in each case potentially resulting in the loss of some of our competitive advantage and a decrease in our revenue which, would adversely affect our business, financial condition, results of operations and prospects.
8 unchanged sentences
• redesign our batteries.
−Removed: Index to Consolidated Financial Statements
We have in the past experienced infringement claims from non-practicing organizations (sometimes referred to as “patent trolls”) filing lawsuits for patent infringement.
1 unchanged sentence
We may be subject to additional infringement claims in the future, and even if we believe such claims are without merit, such claims are time-consuming, expensive to litigate or settle and can divert management’s resources and attention.
−Removed: An adverse determination could require that we pay damages, which could be substantial, or stop using technologies found to be in violation of a third-party’s rights and could prevent us from selling our batteries.
+Added: An adverse determination could require that we pay damages, which could be substantial, or that we stop using technologies found to be in violation of a third
+Added: Index to Consolidated Financial Statements
+Added: party’s rights and could prevent us from selling our batteries.
In order to avoid these restrictions, we may have to seek a license for the technology.
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The intellectual property rights of others could also bar or limit us from licensing, exploiting, or enforcing any patents issued to us.
−Removed: In addition, patents issued to us may be infringed upon or designed around by others and others may obtain patents that it needs to license or design around, either of which would increase costs and may adversely affect our business, financial condition, results of operations and prospects.
+Added: In addition, patents issued to us may be infringed upon or designed around by others and others may obtain patents that they need to license or design around, either of which would increase costs and may adversely affect our business, financial condition, results of operations and prospects.
We may obtain licenses on technology that has not been commercialized or has been commercialized only to a limited extent, and the success of our business may be adversely affected if such technology does not perform as expected.
2 unchanged sentences
If the cost, performance characteristics, manufacturing process or other specifications of these licensed technologies fall short of our targets, our expected sales, costs, time to market, competitive advantage, future product pricing and potential operating margins may be adversely affected.
−Removed: Index to Consolidated Financial Statements
Risks Related to Litigation and Regulatory Compliance
2 unchanged sentences
We are subject to a variety of litigation, environmental, health and safety, investment screening and national security laws, and other legal compliance risks.
−Removed: These risks include, among other things, possible liability relating to product liability matters, personal injuries, intellectual property rights, contract-related claims, health and safety liabilities, employment-related liabilities, environmental matters, investment screening and national security laws, and compliance with U.S.
+Added: These risks include, among other things, possible liability relating to product liability matters, personal injuries, intellectual property rights, contract-related claims, health and safety liabilities,
+Added: Index to Consolidated Financial Statements
+Added: employment-related liabilities, environmental matters, investment screening and national security laws, and compliance with U.S.
and foreign laws, competition laws and laws governing improper business practices.
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In addition, if any third party suffers any loss as a result of our pollutant emission practices, our improper handling of hazardous wastes or our noncompliance with environmental regulations, such third parties may seek damages from us.
−Removed: We cannot assure you that we will be able to comply with all environmental laws and regulations at all times as the environmental legal regime is evolving and becoming more stringent, especially in the United States.
+Added: We cannot assure that we will be able to comply with all environmental laws and regulations at all times as the environmental legal regime is evolving and becoming more stringent.
Therefore, if these or other governments where we do business impose more stringent regulations in the future, we will have to incur additional substantial costs and expenses in order to comply with new regulations, which may negatively affect our results of operations.
−Removed: If we fail to comply with any of the present or future environmental regulations in any material aspect or cause
−Removed: Index to Consolidated Financial Statements
−Removed: any loss to any third parties due to our pollutant emission practices, improper handling of hazardous wastes or other environmental noncompliance, we may suffer from negative publicity and may be required to pay substantial fines, pay damages to such third parties, or suspend or even cease operations, all of which may materially and adversely affect our business, financial condition, results of operations and prospects.
+Added: If we fail to comply with any of the present or future environmental regulations in any material aspect or cause any loss to any third parties due to our pollutant emission practices, improper handling of hazardous wastes or other environmental noncompliance, we may suffer from negative publicity and may be required to pay substantial fines, pay damages to such third parties, or suspend or even cease operations, all of which may materially and adversely affect our business, financial condition, results of operations and prospects.
Environmental laws and regulations may become more stringent in the future, which could increase costs of compliance or require us to manufacture with alternative technologies and materials.
1 unchanged sentence
In certain jurisdictions, these legal and regulatory requirements may be more stringent than in the United States and may impact battery companies more specifically.
−Removed: As a result of these laws and regulations, investments by particular investors may need to be filed with local regulators, which in turn may impose added costs on our business, impact our operations, and/or limit our ability to engage in strategic transactions that might otherwise be beneficial to us and our investors.
+Added: As a result of these laws
+Added: Index to Consolidated Financial Statements
+Added: and regulations, investments by particular investors may need to be filed with local regulators, which in turn may impose added costs on our business, impact our operations, and/or limit our ability to engage in strategic transactions that might otherwise be beneficial to us and our investors.
We are subject to a variety of laws and regulations related to the safety and transportation of our batteries.
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We are or will be subject to anti-corruption and anti-bribery and anti-money laundering and similar laws, and non-compliance with such laws can subject us to administrative, civil and criminal fines and penalties, collateral consequences, remedial measures and legal expenses, all of which could adversely affect our business, results of operations, financial condition and reputation.
−Removed: We are subject to the FCPA, the U.S.
+Added: We are subject to the Foreign Corrupt Practices Act (the “FCPA”), the U.S.
domestic bribery statute contained in 18 U.S.C.
3 unchanged sentences
We may leverage third parties to sell our battery products and conduct our business abroad.
−Removed: We, our officers, directors, employees, business partners agents, representatives and third-party intermediaries may have direct or indirect
−Removed: Index to Consolidated Financial Statements
−Removed: interactions with officials and employees of government agencies or state-owned or affiliated entities and we may be held liable for the corrupt or other illegal activities of these employees, agents, representatives, business partners or third-party intermediaries even if we do not explicitly authorize such activities.
+Added: We, our officers, directors, employees, business partners, agents, representatives and third party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and we may be held liable for the corrupt or other illegal activities of these employees, agents, representatives, business partners or third party intermediaries even if we do not explicitly authorize such activities.
We cannot assure you that all of our officers, directors, employees, business partners, agents, representatives and third party intermediaries will not take actions in violation of applicable law, for which we may be ultimately held responsible.
1 unchanged sentence
These laws also require companies to make and keep books, records and accounts that accurately reflect transactions and dispositions of assets and to maintain a system of adequate internal accounting controls and compliance procedures designed to prevent any such actions.
−Removed: While we have certain policies and procedures to address compliance with such laws, we cannot assure you that none of our officers, directors, employees, business partners agents, representatives and third-party intermediaries will take actions in violation of our policies and applicable law, for which we may be ultimately held responsible.
+Added: While we have certain policies and procedures to address compliance with such laws,
+Added: Index to Consolidated Financial Statements
+Added: we cannot assure you that none of our officers, directors, employees, business partners, agents, representatives and third party intermediaries will take actions in violation of our policies and applicable law, for which we may be ultimately held responsible.
Any allegations or violation of the FCPA or other applicable anti-bribery and anti-corruption laws and anti-money laundering laws could subject us to whistleblower complaints, adverse media coverage, investigations, settlements, prosecutions, enforcement actions, fines, damages, loss of export privileges, and severe administrative, civil and criminal sanctions, suspension or debarment from government contracts, collateral consequences, remedial measures and legal expenses, all of which could materially and adversely affect our reputation, business, financial condition, results of operations and prospects.
3 unchanged sentences
export control laws and regulations including the Export Administration Regulations, the International Traffic in Arms Regulations, and trade and economic sanctions maintained by the Office of Foreign Assets Control.
−Removed: As such, an export license may be required to export, reexport, or transfer our battery products to certain countries, end-users, and end-uses.
+Added: As such, an export license is required to export, reexport, or transfer certain battery products to certain countries, end-users, and end-uses.
If we were to fail to comply with such U.S.
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business by a foreign person always are subject to CFIUS jurisdiction.
−Removed: Significant CFIUS reform legislation, which was fully implemented through regulations that became
−Removed: Index to Consolidated Financial Statements
−Removed: effective on February 13, 2020, expanded the scope of CFIUS’s jurisdiction to investments that do not result in control of a U.S.
+Added: Significant CFIUS reform legislation, which was fully implemented through regulations that became effective on February 13, 2020, expanded the scope of CFIUS’s jurisdiction to investments that do not result in control of a U.S.
business by a foreign person but afford certain foreign investors certain information or governance rights in a U.S.
−Removed: business that has a nexus to “critical technologies,” “critical infrastructure” and/or “sensitive personal data.” Based on its export control classification, our battery technology is considered a “critical technology.”
−Removed: CFIUS could choose to review past or proposed transactions involving us or new or existing foreign investors in us or in Amprius Holdings even if a filing with CFIUS is or was not required at the time of the transaction.
+Added: business that has a nexus to “critical technologies,” “critical infrastructure” and/or “sensitive personal data.” Based on its export control classification, some of our battery technology is considered a “critical technology.”
+Added: CFIUS could choose to review past or proposed transactions involving us or new or existing foreign investors in us even if a filing with CFIUS is or was not required at the time of the transaction.
Any review and approval of an investment or transaction by CFIUS may have outsized impacts on transaction certainty, timing, feasibility, and cost, among other things.
−Removed: CFIUS policies and practices are rapidly evolving, and in the event that CFIUS reviews one or more proposed or existing transactions involving us, there can be no assurances that the transaction parties will be able to maintain, or proceed with, such transactions on terms acceptable to them.
+Added: CFIUS policies and practices are rapidly evolving, and in the event that CFIUS reviews one or more proposed or existing transactions involving us, there can be no assurances that the transaction parties will be able to maintain, or
+Added: Index to Consolidated Financial Statements
+Added: proceed with, such transactions on terms acceptable to them.
For example, CFIUS could seek to impose limitations or restrictions on, or prohibit, investments by such investors (including, but not limited to, limits on purchasing our stock, limits on information sharing with such investors, requiring a voting trust, governance modifications, or forced divestiture, among other things).
−Removed: Recent and potential tariffs imposed by the U.S.
−Removed: government or a global trade war could increase the cost of our products, which could have a material adverse effect on our business, financial condition and results of operations.
−Removed: government has and continues to make significant changes in U.S.
−Removed: trade policy and has taken certain actions that could negatively impact U.S.
−Removed: trade, including imposing tariffs on certain goods imported into the United States.
−Removed: In retaliation, China has implemented, and continues to evaluate imposing additional tariffs on a wide range of American products.
−Removed: There is also a concern that the imposition of additional tariffs by the United States could result in the adoption of tariffs by other countries as well, leading to a global trade war.
−Removed: More specifically, the U.S.
−Removed: government has from time to time imposed significant tariffs on certain product categories imported from China.
−Removed: Such tariffs, if expanded to other categories, could have a significant impact on our business, particularly the importation of parts of our batteries and certain production equipment that are manufactured in China.
+Added: Recent and potential tariffs imposed by the United States government or a global trade war could increase the cost of our products, which could have a material adverse effect on our business, financial condition and results of operations.
+Added: The United States government has and continues to make significant changes in United States trade policy and has taken certain actions that could negatively impact trade, including imposing tariffs on certain goods imported into the United States.
+Added: More specifically, the United States government has imposed or threatened to impose significant tariffs on certain product categories imported from China and other nations.
+Added: These countries have taken or have threatened to take retaliatory actions, including imposing additional tariffs on their importation of a wide range of products from the United States, which could lead to adverse impacts to global trade.
+Added: Such tariffs imposed by the United States, if expanded to other categories, could have a significant impact on our business, particularly the importation of parts of our batteries and certain production equipment that are manufactured in China.
If we attempt to renegotiate prices with suppliers or diversify our supply chain in response to tariffs, such efforts may not yield immediate results or may be ineffective.
2 unchanged sentences
If we fail to manage these dynamics successfully, gross margins and profitability could be adversely affected.
−Removed: As of the date of this report, tariffs have not had a material impact on our business, but increased tariffs or trade restrictions implemented by the United States or other countries in connection with a global trade war could have a material adverse effect on our business, financial condition and results of operations.
−Removed: We cannot predict what actions may ultimately be taken with respect to tariffs or trade relations between the United States and China or other countries, what products may be subject to such actions, or what actions may be taken by the other countries in retaliation.
−Removed: Any further deterioration in the relations between the United States and China could exacerbate these actions and other governmental intervention.
+Added: As of December 31, 2024, tariffs have not had a material impact on our business, but increased tariffs or trade restrictions implemented by the United States or other countries could have a material adverse effect on our business, financial condition and results of operations.
+Added: We cannot predict what actions may ultimately be taken with respect to tariffs or trade relations between the United States, China, or other countries, what products may be subject to such actions, or what actions may be taken by the other countries in retaliation.
+Added: Any further deterioration in the relations between the United States, China, or other countries could exacerbate these actions and other governmental intervention.
In June 2022, the import restrictions contained in the Uyghur Forced Labor Prevention Act (“UFLPA”) became effective.
6 unchanged sentences
Our reliance on suppliers in foreign countries, including China, subjects us to risks and uncertainties relating to foreign laws and regulations and changes in relations between the United States and such foreign countries.
−Removed: Our battery materials are sourced primarily from China and we rely on toll manufacturing partners from China for our SiCore batteries.
−Removed: Under its current leadership, the government of China has been pursuing economic reform policies.
−Removed: However, there is no assurance that the Chinese government will continue to pursue such policies, that such policies will be
−Removed: Index to Consolidated Financial Statements
−Removed: successfully implemented, that such policies will not be significantly altered, or that such policies will be beneficial to our partners in China.
+Added: Our battery materials are sourced primarily from China and we rely on contract manufacturing partners from China for our SiCore batteries.
+Added: Under its current leadership, the government of China has been pursuing economic reform policies, including by encouraging foreign trade and investment.
+Added: However, there is no assurance that the Chinese government will continue to pursue such policies, that such policies will be successfully implemented, that such policies will not be significantly altered, or that such policies will be beneficial to our partners in China.
China’s regulations affecting the exporting of battery materials and batteries can be unpredictable.
−Removed: China has recently implemented significant restrictions on the export of graphite, a key material for traditional lithium-ion batteries.
+Added: China has implemented significant restrictions on the export of graphite, a key material for traditional lithium-ion batteries.
We cannot predict if China will expand such exporting restrictions to other battery materials or to any finished products.
Although our battery materials are generally available from multiple suppliers, China is the predominant producer of certain of these materials.
−Removed: If China were to restrict or stop exporting these materials, our ability to obtain such supply may be constrained and we may be unable to obtain sufficient quantities, or obtain supply in a timely manner, or at a commercially reasonable cost, or our toll manufacturers may be unable to export finished batteries that incorporate these materials to us.
−Removed: Constrained supply of battery materials may restrict our ability to manufacture certain of our products and make it difficult or impossible to compete with other battery companies who are able to obtain sufficient quantities of materials from China or other countries.
−Removed: If China were to restrict or stop exporting key materials and/or finished batteries, we may not be able to fulfill customers’ orders or we may incur losses when trying to meet our obligations, which may result in our customers seeking alternative batteries, and in turn, we could lose customers and face reputational harm and penalties.
+Added: If China were to restrict or stop exporting these materials, our ability to obtain such supply may be constrained and we may be unable to obtain sufficient quantities, or obtain supply in a timely manner, or at a commercially reasonable cost, or our contract manufacturers may be unable to export finished batteries that incorporate these materials to us.
+Added: Constrained supply of battery materials may restrict our ability to manufacture certain of our products
+Added: Index to Consolidated Financial Statements
+Added: and make it difficult or impossible to compete with other battery companies who are able to obtain sufficient quantities of materials from China or other countries.
+Added: Additionally, China may restrict or prohibit exports of batteries made in China or that utilize technology from China, including our SiCore batteries.
+Added: If China were to restrict or stop exporting key materials and/or finished batteries, including our SiCore batteries, we may not be able to fulfill customers’ orders or we may incur losses when trying to meet our obligations, which may result in our customers seeking alternative batteries, and in turn, we could lose customers and face reputational harm or penalties.
Any regulatory changes and changes in United States and China relations, or changes in relations with the United States and any other country where we may source battery materials or batteries in the future, may have a material adverse effect on our partners in China and other such countries which could adversely affect our business, financial condition, results of operations and prospects.
2 unchanged sentences
These are typically claims that arise in the normal course of business including, without limitation, commercial or contractual disputes, including warranty claims and other disputes with potential customers and suppliers, intellectual property matters, personal injury claims, environmental issues, tax matters and employment matters.
−Removed: Furthermore, our predecessor, Kensington Capital Acquisition Corp.
−Removed: IV, was a special purpose acquisition company (“SPAC”).
+Added: Furthermore, our predecessor, Kensington, was a special purpose acquisition company (“SPAC”).
SPACs have been subject to increased regulatory oversight and scrutiny, including from the SEC.
−Removed: Any governmental or regulatory investigation or inquiry related to the Business Combination or otherwise could have a material adverse effect on our business and negatively affect our reputation.
+Added: Any governmental or regulatory investigation or inquiry related to our business combination with Kensington on September 14, 2022 or otherwise could have a material adverse effect on our business and negatively affect our reputation.
It is difficult to predict the outcome or ultimate financial exposure, if any, represented by these matters, and there can be no assurance that any such exposure will not be material.
2 unchanged sentences
There can be no assurance that we will be able to comply with the continued listing standards of the NYSE.
−Removed: Our common stock and public warrants are listed on the NYSE under the symbols “AMPX” and “AMPX.W,” respectively.
−Removed: If the NYSE delists our securities from trading on its exchange for failure to meet the listing standards and we are not able to list such securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market.
−Removed: If this were to occur, we and our stockholders could face significant material adverse consequences including:
+Added: On November 1, 2024, we were notified by the NYSE that we regained compliance with the Section 802.01C of the NYSE Listed Company Manual (the “Listing Rule”), following notification by the NYSE on September 19, 2024 that we were not in compliance with the Listing Rule, because the average closing stock price of a share of our common stock was less than $1.00 per share over a consecutive 30 trading-day period.
+Added: Pursuant to the Listing Rule, we had six months following the NYSE notification to regain compliance with the Listing Rule, during which time our common stock will continue to be listed on the NYSE.
+Added: However, if we receive a subsequent notification from the NYSE regarding noncompliance with the Listing Rule and we do not regain compliance with the Listing Rule within six months of receipt of the NYSE notification, or we are otherwise unable to comply with the NYSE continued listing requirements, our securities may be delisted.
+Added: If the NYSE delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market.
+Added: If this were to occur, we could face significant material adverse consequences, including:
• a limited availability of market quotations for our securities;
• reduced liquidity for our securities;
−Removed: • a determination that our common stock is a “penny stock,” which will require brokers trading our common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for shares of our common stock;
−Removed: • a limited amount of analyst coverage;
+Added: • determination that our common stock is a “penny stock,” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
+Added: • the incurrence of additional costs under state blue sky laws in connection with any sales of our securities;
+Added: • a limited amount of news and analyst coverage;
• a decreased ability to issue additional securities or obtain additional financing in the future.
−Removed: Index to Consolidated Financial Statements
Anti-takeover provisions in our certificate of incorporation, bylaws and Delaware law could make an acquisition of us more difficult, limit attempts by stockholders to replace or remove our management and limit the market price of our common stock.
+Added: Index to Consolidated Financial Statements
Our certificate of incorporation (the “Certificate of Incorporation”), amended and restated bylaws (the “Bylaws”) and Delaware law contain provisions that could have the effect of rendering more difficult, delaying or preventing an acquisition deemed undesirable by our board of directors.
7 unchanged sentences
• dividing directorships of our board of directors into three classes, each to be elected for a term of three years, so that only one class of directorships is up for election at each annual meeting of the stockholders;
−Removed: • specifying that special meetings of our stockholders can be called only by a majority of the board of directors, the chair of the board of directors, or our Chief Executive Officer.
+Added: • specifying that special meetings of our stockholders can be called only by a majority of the board of directors, the chair of the board of directors, or our CEO.
These provisions may frustrate or prevent any attempts by stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management.
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There is uncertainty as to whether a court would enforce such provisions, and the enforceability of similar choice of forum provisions in other companies’ charter documents has been challenged in legal proceedings.
−Removed: It is possible that a court could find these types of provisions to be inapplicable or unenforceable, and if a court were to find the choice of forum provision contained in the Bylaws to be inapplicable or
−Removed: Index to Consolidated Financial Statements
−Removed: unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.
+Added: It is possible that a court could find these types of provisions to be inapplicable or unenforceable, and if a court were to find the choice of forum provision contained in the Bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.
Concentration of ownership among our executive officers, directors and affiliates may prevent new investors from influencing significant corporate decisions.
−Removed: As of December 31, 2023, our executive officers and directors as a group beneficially own approximately 13.0% of the common stock outstanding.
−Removed: Additionally, certain of our executive officers and directors own interests in Amprius Holdings, which owns approximately 73.4% of our common stock outstanding as of December 31, 2023, and certain of our directors are members of Amprius Holdings’ board of directors.
−Removed: As a result, these stockholders are able to exercise a significant level of control over all matters requiring stockholder approval, including the election of directors, any amendment of the Certificate of Incorporation and approval of significant corporate transactions.
+Added: Index to Consolidated Financial Statements
+Added: As of December 31, 2024, our executive officers and directors as a group beneficially own approximately 12.9% of our outstanding common stock.
+Added: These stockholders are able to exercise a significant level of control over all matters requiring stockholder approval, including the election of directors, any amendment of the Certificate of Incorporation and approval of significant corporate transactions.
This control could have the effect of delaying or preventing a change of control or changes in our management and will make the approval of certain transactions difficult or impossible without the support of these stockholders and of their votes.
−Removed: We will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on our business, financial condition and results of operations.
−Removed: As a public company, we face increased legal, accounting, insurance, administrative and other costs and expenses that Legacy Amprius did not face as a private company.
−Removed: The Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the Public Company Accounting Oversight Board and the securities exchanges, impose additional reporting and other obligations on public companies.
−Removed: The development and implementation of the standards and controls necessary for us to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected.
−Removed: It is likely that we will expand our employee base and hire additional employees to support our operations as a public company, which will increase our operating costs in future periods.
−Removed: Compliance with public company requirements has increased costs and made certain activities more time-consuming.
−Removed: A number of these requirements require us to carry out activities Legacy Amprius had not done previously.
−Removed: For example, our board of directors has committees that did not exist on the Legacy Amprius board of directors, and we have adopted new internal controls and disclosure controls and procedures.
−Removed: In addition, we are incurring expenses associated with SEC reporting requirements.
−Removed: Furthermore, if any issues in complying with those requirements are identified (for example, if the auditors identify a material weakness or significant deficiency in the internal control over financial reporting), we could incur additional costs rectifying those issues, and the existence of those issues could adversely affect our reputation or investor perceptions of us.
−Removed: As a public company, it is also more expensive to obtain director and officer liability insurance.
−Removed: The additional reporting and other obligations imposed by these rules and regulations have and will continue to increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities.
−Removed: These increased costs will require us to spend money that could otherwise be used on our research and development programs and to achieve strategic objectives.
+Added: We incurred and may continue to incur significant expenses and administrative burdens as result of operating as a public company, which could have an adverse effect on our business, financial condition and results of operations.
+Added: As a public company, we incurred and may continue to incur significant amounts of legal, accounting, insurance, other administrative expenses and other costs.
+Added: The Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the Public Company Accounting Oversight Board and the securities exchanges imposed and may impose additional reporting and other obligations on public companies.
+Added: The development and implementation of any additional work to comply with those or other requirements imposed on public companies may result in an increase in our operating costs.
+Added: For example, we may expand our employee base to support our operations as a public company, which may increase our operating costs in future periods.
+Added: In addition, if we encounter any issues in complying with those requirements, such as if we identify a material weakness or significant deficiency on our internal controls over financial reporting, we may incur additional costs to remediate those issues.
+Added: Moreover, the existence of those issues could adversely affect our reputation or our investors’ perceptions of us.
+Added: The additional reporting and other obligations imposed by these rules and regulations have and will continue to increase legal and financial compliance costs of related legal, accounting and administrative expenses.
+Added: These increased costs will require us to use our funds that could otherwise be used for our research and development programs and to achieve our strategic objectives.
Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.
6 unchanged sentences
If any analyst who may cover us were to cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.
−Removed: Index to Consolidated Financial Statements
We qualify as an “emerging growth company” and a “smaller reporting company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
−Removed: We qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act (the “Jobs Act”).
+Added: We qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups (the “JOBS Act”).
As such, we are eligible for and intend to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including (i) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (iii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.
As a result, our stockholders may not have access to certain information they may deem important.
−Removed: We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of our common stock that are held by non-affiliates exceeds $700 million as of June 30 of that fiscal year, (ii) the last day of the fiscal year in which we have total annual gross revenue of $1.235 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which we have issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) December 31, 2027.
+Added: We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of our common stock that are held by non-affiliates exceeds $700.0 million as of June 30 of that fiscal year, (ii) the last day of the fiscal year in which we have total annual gross revenue of $1.235 billion or more during such fiscal year (as indexed for inflation), (iii) the date
+Added: Index to Consolidated Financial Statements
+Added: on which we have issued more than $1.0 billion in non-convertible debt in the prior three-year period or (iv) December 31, 2027.
In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as we are an emerging growth company.
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Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
−Removed: We expect to remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our common stock held by non-affiliates exceeds $250,000,000 as of the prior June 30, or (ii) our annual revenues exceeded $100,000,000 during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700,000,000 as of the prior June 30.
+Added: We expect to remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our common stock held by non-affiliates exceeds $250.0 million as of the prior June 30, or (ii) our annual revenues exceeded $100.0 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700.0 million as of the prior June 30.
To the extent we take advantage of such reduced disclosure obligations, comparison of our financial statements with other public companies may be difficult or impossible.
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Sales of a substantial number of shares of our securities in the public market could occur at any time.
−Removed: For example, we have certain registration right obligations with respect to 100,828,672 shares of our common stock constituting approximately 88.6% of our issued and outstanding common stock as of December 31, 2023 (assuming the exercise in full of all of the warrants registered thereunder), as well as the shares underlying the remainder of our public warrants.
−Removed: These sales, any future sales of a substantial number of shares of our securities in the public market or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our securities.
+Added: For example, we filed a resale registration in September 2022 that covered at initial effectiveness the resale of up to 105,680,194 shares of our common stock (assuming the exercise in full of all of the warrants registered thereunder), as well as the shares underlying the remainder of our public warrants, and we have and we may from time to time take additional actions to register offerings of currently outstanding or newly issued shares of our common stock.
+Added: These sales and any future sales of a substantial number of shares of our securities in the public market or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our securities.
Despite such a decline in the public trading price, certain securityholders may still experience a positive rate of return on the securities they purchased due to the lower price that they purchased their shares compared to other public investors and be incentivized to sell securities when others are not.
−Removed: Additionally, we have filed a registration statement to register shares reserved for future issuance under our equity compensation plans and the shares issuable upon exercise of the options outstanding under the Amprius Technologies, Inc.
−Removed: 2016 Equity Incentive Plan, which were an aggregate of 13,636,700 shares of common stock as of December 31, 2023.
+Added: Additionally, we have filed registration statements to register the following:
+Added: Shares reserved for future issuance, including shares issuable upon vesting of the outstanding restricted stock units, under the Amprius Technologies, Inc.
+Added: 2022 Equity Incentive Plan, which totaled 17,716,822 shares as of December 31, 2024;
+Added: Shares reserved for future issuance under the Amprius Technologies, Inc.
+Added: 2022 Employee Stock Purchase Plan, which totaled 2,724,333 shares as of December 31, 2024;
+Added: Shares issuable upon exercise of the options outstanding under the Amprius Technologies, Inc.
+Added: 2016 Equity Incentive Plan, which totaled 11,017,298 shares as of December 31, 2024;
+Added: Shares issuable upon exercise of the options outstanding under the Amprius Holdings 2008 Stock Plan and the Amprius Holdings Second Equity Incentive Plan, which totaled 7,003,043 shares as of December 31, 2024.
Subject to applicable securities laws and the satisfaction of any vesting restriction, the shares issued thereunder will be available for immediate resale in the public market.
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Depending on market liquidity at the time, sales of such shares may cause the trading price of our common stock to fall.
−Removed: If and when we do sell shares to the Sales
−Removed: Index to Consolidated Financial Statements
−Removed: Agents, they may resell the shares subject to the terms and conditions of the Sales Agreement.
+Added: If and when we do sell shares to the Sales Agents, they may resell the shares subject to the terms and conditions of the Sales Agreement.
Therefore, sales to the Sales Agents made by us could result in substantial dilution to the interests of other holders of our common stock.
Additionally, the sale of a substantial number of shares of our common stock to the Sales Agents, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales.
+Added: Index to Consolidated Financial Statements
We may issue additional shares of common stock under an employee incentive plan (including the 2022 Equity Incentive Plan and the Employee Stock Purchase Plan), or may issue preferred stock.
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Risks Related to Our Warrants
−Removed: There is no guarantee that our warrants will be in the money at the time they become exercisable, and they may expire worthless.
+Added: There is no guarantee that our warrants will be in the money, and they may expire worthless.
+Added: On May 13, 2024, we offered the holders of our public and private warrants the opportunity to exercise their warrants for cash at a temporarily reduced exercise price of $1.10 per share.
+Added: This cash tender offer expired on June 11, 2024.
+Added: Subsequent to the expiration of such cash tender offer, on June 24, 2024, we made a separate tender offer to the holders of the unexercised private warrants an opportunity to exchange their warrants for shares of our common stock based on an exchange ratio of 0.197 as approved by the board of directors.
+Added: Such exchange offer expired on July 23, 2024.
+Added: The exercise price of our outstanding private warrants and public warrants is $11.50 per share.
+Added: The exercise price of our warrants issued as part of units in a private placement (the “PIPE warrants”) is $12.50 per share.
+Added: We do not currently have any plan of additional arrangements for our outstanding private warrants, public warrants and PIPE warrants.
The likelihood that warrant holders will exercise the warrants and any cash proceeds that we would receive is dependent upon the market price of our common stock.
−Removed: If the market price for our common stock is less than $11.50 per share, in the case of our private warrants and public warrants, or $12.50 per share, in the case of our warrants issued as part of units in a private placement (the “PIPE warrants”), we believe warrant holders will be unlikely to exercise their warrants.
−Removed: There is no guarantee that the warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the warrants may expire worthless.
+Added: If the market price for our common stock is less than $11.50 per share, in the case of our private warrants and public warrants, or $12.50 per share, in the case of our PIPE warrants, we believe warrant holders will be unlikely to exercise their warrants.
+Added: There is no guarantee that the warrants will be in the money prior to their expiration, and as such, the warrants may expire worthless.
We may redeem unexpired public warrants prior to their exercise at a time that is disadvantageous to the warrant holders, thereby making the public warrants worthless.
−Removed: We have the ability to redeem outstanding public warrants or PIPE warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of our common stock equals or exceeds $18.00 per share (as may be adjusted), in the case of the public warrants, or $20.00 per share (as may be adjusted), in the case of the PIPE warrants, for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to public warrant or PIPE warrant holders and provided certain other conditions are met.
+Added: We have the ability to redeem outstanding public warrants or PIPE warrants at any time prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of our common stock equals or exceeds $18.00 per share (as may be adjusted), in the case of the public warrants, or $20.00 per share (as may be adjusted), in the case of the PIPE warrants, for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to public warrant or PIPE warrant holders and provided certain other conditions are met.
If and when the public warrants or PIPE warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.
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As a result, the exercise price of warrants could be increased, the exercise period could be shortened and the number of shares of common stock purchasable upon exercise of a warrant could be decreased, all without warrant holder approval.
−Removed: The public warrants and private warrants were issued in registered form under the respective warrant agreements.
−Removed: The Warrant Agreement, dated as of March 1, 2022 (the “Warrant Agreement”), by and among us and Continental Stock
Index to Consolidated Financial Statements
−Removed: Transfer & Trust Company, provides that the terms of the public warrants and private warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants and, solely with respect to any amendment to the terms of the private warrants or any provision of the Warrant Agreement with respect to the private warrants, 50% of the number of the then outstanding private warrants.
+Added: The public warrants and private warrants were issued in registered form under the respective warrant agreements.
+Added: The Warrant Agreement, dated as of March 1, 2022 (as amended, the “Warrant Agreement”), by and among us and Continental Stock Transfer & Trust Company, provides that the terms of the public warrants and private warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants and, solely with respect to any amendment to the terms of the private warrants or any provision of the Warrant Agreement with respect to the private warrants, 50% of the number of the then outstanding private warrants.
The Warrant Agreement, dated as of September 14, 2022, by and among us and Continental Stock Transfer & Trust Company, provides that the terms of the PIPE warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision but requires the approval by the holders of at least 50% of the then outstanding PIPE warrants to make any change that adversely affects the interests of the registered holders of PIPE warrants.
3 unchanged sentences
As of December 31, 2024, outstanding warrants to purchase an aggregate of 19,045,072 shares of common stock are exercisable in accordance with the terms of the warrant agreement governing those securities.
−Removed: The exercise price of the private warrants and public warrants is $11.50 per share, and the exercise price of the PIPE warrants is $12.50 per share.
+Added: The exercise price of the private warrants and public warrants is $11.50 per share, and the exercise price of the PIPE warrants is $12.50 per share, though we and, in certain cases, the warrant agent have the ability to amend the applicable warrant agreement to reduce the exercise price, including to a price that is below the current trading price for our common stock.
To the extent the warrants are exercised, additional shares of common stock will be issued, which will result in dilution to the holders of common stock and increase the number of shares eligible for resale in the public market.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.