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Item 8. Financial Statements and Supplementary Data

2025-03-20 compared with 2024-03-28 · 316 added, 411 removed, 450 unchanged (62% of the section changed)

7 unchanged sentences

Notes to Consolidated Financial Statements

Nature of Operations and Organization

Summary of Significant Accounting Policies

Business Combination

Property, Plant and Equipment, Net

2 unchanged sentences

Commitments and Contingencies

Related Party Transactions

Net Loss Per Share

32 unchanged sentences

Cash and cash equivalents $ 55,155 $ 45,761

Accounts receivable 1,265 686

Accounts receivable, net 5,580 1,265

Inventories 6,574 730

5 unchanged sentences

Operating lease right-of-use assets, net 33,512 35,149

Deferred costs — 367

Other assets 1,369 305

8 unchanged sentences

Non-current liabilities:

Deferred revenue — 720

Operating lease liabilities 34,443 34,479

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Selling, general and administrative 18,726 20,356

Loss on retirement of property, plant and equipment 1,862 —

Total operating expenses 27,932 24,033

Loss from operations ( 46,262 ) ( 38,709 )

Other income (expense):

Interest and other income 2,514 709

Other income, net:

Interest income and other 1,591 2,514

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

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Balance as of January 1, 2023 84,610,114 $ 8 $ 165,912 $ ( 92,887 ) $ 73,033

Cumulative effect adjustment from

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

Issuance of common stock in connection

with business combination and PIPE

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

Issuance of common stock in connection

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

Capital contributions from Amprius Holdings — — 505 — 505

Exercise of stock options 146,566 — 44 — 44

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

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

Net loss — — — ( 17,332 ) ( 17,332 )

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

Issuance of common stock in connection with

1 unchanged sentence

issuance cost 2,952,763 1 18,981 — 18,982

2,952,763 1 18,981 — 18,982

Issuance of common stock in connection with

7 unchanged sentences

Net loss — — — ( 36,776 ) ( 36,776 )

Balance, December 31, 2023 88,869,463 9 189,454 ( 129,663 ) 59,800

Issuance of common stock in connection with

the At Market Issuance Sales Agreement,

net of issuance cost 14,701,388 2 33,261 — 33,263

Issuance of common stock upon exercise of

stock warrants, net of issuance cost 13,075,664 2 13,626 — 13,628

Issuance of common stock upon exchange of

stock warrants for shares of common stock 3,073,200 — — — —

Issuance of common stock upon exercise of

stock options and vesting of restricted stock

units 2,714,599 — 109 — 109

Cancellation and retirement of common stock ( 5,500,000 ) ( 1 ) 1 — —

Stock-based compensation — — 7,343 — 7,343

Net loss — — — ( 44,671 ) ( 44,671 )

Balance as of December 31, 2024 116,934,314 $ 12 $ 243,794 $ ( 174,334 ) $ 69,472

12 unchanged sentences

Non-cash operating lease expense 5,143 1,148

Loss on retirement of property, plant and equipment 1,862 —

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

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Proceeds from issuance of common stock in connection with the

Stock Purchase Agreement

Proceeds from issuance of common stock in connection with the

At Market Issuance Sales Agreement 33,416 371

Payment of financing costs in connection with the Stock Purchase and

At Market Issuance Sales agreements

( 601 ) ( 326 )

Proceeds from issuance of common stock in connection with Business

Combination and PIPE investment — 77,884

Payment of transaction and issuance costs in connection with Business

Combination and PIPE investment — ( 6,946 )

Proceeds from issuance of common stock upon exercise of stock warrants 14,384 1

Proceeds from issuance of common stock in connection with the

Stock Purchase Agreement — 19,087

Payment of equity financing costs ( 756 ) ( 601 )

Proceeds from exercise of stock options 109 310

Proceeds from exercise of stock warrants 1 2,465

Capital contributions from Amprius Holdings — 505

Net cash provided by financing activities 47,153 19,168

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

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

Cash, cash equivalents and restricted cash, end of year $ 45,817 $ 69,752

Components of cash, cash equivalents and restricted cash:

Net increase (decrease) in cash, cash equivalents and restricted cash equivalents 10,594 ( 23,935 )

Cash, cash equivalents and restricted cash equivalents, beginning of year 45,817 69,752

Cash, cash equivalents and restricted cash equivalents, end of year $ 56,411 $ 45,817

Reconciliation of cash, cash equivalents and restricted cash equivalents

shown on the consolidated balance sheets:

Cash and cash equivalents $ 55,155 $ 45,761

Restricted cash included in other assets 56 56

Total cash, cash equivalents and restricted cash $ 45,817 $ 69,752

Supplemental disclosure of non-cash investing and financing information:

Restricted cash equivalents included in other assets 1,256 56

Total cash, cash equivalents and restricted cash equivalents $ 56,411 $ 45,817

Supplemental non-cash investing and financing activities:

Unpaid purchases of property, plant and equipment $ 48 $ 1,864

Unpaid financing costs in connection with a stock purchase agreement $ — $ 263

Increase in fair value of modified stock warrants $ 727 $ —

Cancellation and retirement of common stock $ 1 $ —

The accompanying notes are an integral part of these consolidated financial statements.

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N OTES T O C ONSOLIDATED F INANCIAL S TATEMENTS

Nature of Operations and Organization

Nature of Operations

Company Background and Nature of Operations

Amprius Technologies, Inc.

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

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

Our headquarters is located in Fremont, California.

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

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

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

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

Business Combination

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

(formerly known as Amprius Technologies, Inc.

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

IV, and Kensington Capital Merger Sub Corp.

(“Merger Sub”).

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

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

IV and Legacy Amprius was effected through the merger of Merger Sub with and into Legacy Amprius, with Legacy Amprius surviving as a wholly owned subsidiary of the Company (together with the Domestication and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”).

Unless the context otherwise provides, the “Company” refers (i) prior to the Closing Date, to Legacy Amprius and (ii) on and after the Closing Date, to Amprius Technologies, Inc.

and its subsidiaries, including Legacy Amprius.

Prior to the Business Combination, Kensington Capital Acquisition Corp.

IV is referred to herein as “Kensington.”

The Business Combination was treated as a reverse recapitalization.

Legacy Amprius was determined as the accounting acquirer and Kensington as the accounting acquiree for financial reporting purposes based on evaluation of the following facts and circumstances:

• the stockholders of Legacy Amprius owned a majority of the shares of the Company following the Business Combination;

• the board of directors of the Company following the Business Combination was comprised of all of the board members of Legacy Amprius;

• the senior management of the Company following the Business Combination was the senior management of Legacy Amprius;

• Legacy Amprius is larger than Kensington in terms of existing operations and number of employees.

(hereafter referred to as the “Company,” “we,” “us,” or “our”) develops, manufactures and markets lithium-ion batteries for mobility applications, including the aviation, electric vehicle (“EV”) and light electric vehicle (“LEV”) industries.

We have been in commercial battery production since 2018 and our disruptive silicon anode technology is intended to enable batteries with higher energy density, higher power density and fast charging capabilities over a wide range of operating temperatures.

We are incorporated in the State of Delaware.

Our corporate headquarters is located in Fremont, California.

On October 23, 2024, our former majority stockholder and parent company, Amprius Inc.

(“Amprius Holdings”), which owned an aggregate of 65.2 million shares, or 58.6 %, of our common stock at that time, voluntarily liquidated and dissolved.

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

Liquidity and Capital Resources

As of December 31, 2024, we had cash and cash equivalents of $ 55.2 million.

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

In addition, we may receive additional funds from the issuance and sale of our shares of our common stock under the At Market Issuance Sales Agreement (the “Sales Agreement”), which we entered into with B.

Riley Securities, Inc., Cantor Fitzgerald & Co.

Wainwright & Co., LLC, as sales agents (the “Sales Agents”) on October 2, 2023.

Under the Sales Agreement, we may offer and sell, from time to time, shares of our common stock for an aggregate offering price of not more than $ 100.0 million.

During the year ended December 31, 2024 and from the date of the Sales Agreement through December 31, 2024, we sold shares of our common stock under the Sales Agreement resulting in aggregate net proceeds of approximately $ 33.4 million and $ 33.8 million, respectively.

We may also receive additional funds if our stock warrants are exercised for cash.

During the year ended December 31, 2024, we received a total of $ 13.6 million, after deducting stock issuance costs, from the cash exercise of our stock warrants at a temporarily reduced exercise price of $ 1.10 per warrant.

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

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

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

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

During the year ended December 31, 2024, we incurred a net loss of $ 44.7 million and at December 31, 2024, our accumulated deficit was $ 174.3 million.

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

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

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

Index to Consolidated Financial Statements

negatively affect our ability to achieve our operating goals.

If sufficient funding is not raised, we may need to reduce our spending activities, which may negatively affect our ability to achieve our operating goals.

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

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

Riley Securities, Inc., Cantor Fitzgerald & Co.

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

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

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

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

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

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

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

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

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

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

Other Risk and Uncertainties

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

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

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

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

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

We face risks related to political change, terrorist activity, and armed conflict such as the military conflicts between Russia and Ukraine and in the Middle East.

These military conflicts have led to volatility in the global economy, and may contribute to inflation, volatility in the credit and capital markets, and interruption in the global supply chain.

In addition, we face risks related to significant changes in the United States’ trade policy, such as the imposition or plan to impose significant tariffs on certain product categories imported from China and other countries.

These countries have taken or may plan to take retaliatory actions, including imposing additional tariffs on their importation of a wide range of products from the United States, which could potentially lead to adverse impacts on global trade.

Index to Consolidated Financial Statements

Although these global risks did not have an adverse impact on us as of December 31, 2024, the extent and future outcome of such risks are highly unpredictable and uncertain and may adversely affect our future financial condition, results of operations and cash flows.

Summary of Significant Accounting Policies

3 unchanged sentences

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

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

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

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

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

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

Index to Consolidated Financial Statements

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

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

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

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

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

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

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

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

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

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

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

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

Reclassification

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

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

Emerging Growth Company

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

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

We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies.

Furthermore, the JOBS Act exempts an emerging growth company from being required to comply with new or revised accounting standards until private companies are required to comply with such standards.

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

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

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

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

Use of Estimates

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

Index to Consolidated Financial Statements

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

valuation of deferred taxes;

lower of cost or net realizable adjustment of inventory;

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

lower of cost or net realizable value adjustments of inventory;

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

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

and certain inputs used to measure the fair value of stock option grants using the Black-Scholes option-pricing model.

Revenue Recognition

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

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

Since the technology that we apply to the customized batteries is the same as the technology that we apply to our other product offerings, such customized batteries could be repurposed as part of our product offerings.

We recognize revenue when all of the core principles of revenue recognition are met pursuant to Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers .

Generally, we enter into a contract with our customers whereby we identify our performance obligations, determine the considerations that we expect to receive from our customers, and allocate such considerations to the identified performance obligations.

We recognize revenue at a point in time when we transfer control of the finished battery products and the deliverables from the customization design services to our customers, which is generally upon shipment and completion of the services, respectively.

Index to Consolidated Financial Statements

From time to time, we have “bill-and-hold” arrangements with certain customers whereby they request us to ship the finished battery products to our own locations and hold them temporarily until they are picked up.

Pursuant to the terms of the “bill-and-hold” arrangements, we recognize revenue when the finished battery products are shipped to our own locations, which is the point in time when we transfer the control of the finished battery products to the customers.

Grant Revenue

Contracts with government agencies are treated as government grants if they do not meet the criteria for recognizing them as research and development contracts with a federal government pursuant to Topic 912-730, Contractors–Federal Government–Research and Development or as contracts with customers pursuant to Topic 606, Revenue from Contracts with Customers .

In the absence of explicit US GAAP, we recognize and measure government grants by following, as an analogy, the recognition and measurement guidance of International Accounting Standard 20, Accounting for Government Grants and Disclosure of Government Assistance (“IAS 20”).

Under IAS 20, we recognize and measure government grants at fair value when there is a reasonable assurance that we will comply with the conditions of the grants and we will receive the grants.

We recognize government grants on a systematic basis over the periods in which we recognize as expenses the related costs for which the grants are intended to compensate and show them as a component of revenue in the accompanying consolidated statements of operations.

Cost of Revenue

Cost of revenue, which includes the cost of finished goods sold and the cost of customization design services, are comprised primarily of purchase costs of silicon anode batteries from Berzelius (Nanjing) Co., Ltd.

(“Berzelius”), a former subsidiary of Amprius Holdings, and our global contract manufacturing partners, costs of raw materials, labor costs and the allocation of overhead costs incurred in producing batteries or performing the customization design services.

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

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

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

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

Research and Development (“R&D”) Costs

R&D costs are expensed as incurred.

These costs consist mainly of personnel-related costs such as salaries, employee benefits and stock-based compensation expense of our R&D personnel, outside contractors, materials, R&D equipment for which there is no alternative future use, and allocation of overhead costs, which include utilities, rent, depreciation expense and other facilities-related costs.

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

Stock-Based Compensation

We measure stock-based compensation for stock options and restricted stock units (“RSUs”) at fair value on the date of grant.

The fair value of stock option grants is measured using the Black-Scholes option-pricing model while the fair value of RSU grants is measured based on the market closing price of our common stock.

We recognize stock-based compensation expense on a straight-line basis over the vesting period of the grants.

Most of our stock-based compensation grants generally vest over a period of four years , subject to the continued employment or services of the grantee.

We have elected to account for forfeitures as they occur.

The Black-Scholes option-pricing model requires the following inputs that are based on subjective assumptions:

• Expected term – This is the period that the stock options are expected to be outstanding.

We estimate the expected term using the simplified method for stock option grants that qualify as plain-vanilla options because we have no sufficient historical experience for determining the expected term.

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

Index to Consolidated Financial Statements

• Risk-free interest rate – We determine the risk-free interest rate based on the implied yield available on the U.S.

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

• Expected dividend – We use an expected dividend yield of zero because there had been no dividend payments in the past and there is no plan to pay dividends in the future associated with the underlying common stock.

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

For stock option grants made by Amprius Holdings to our employees and a board member during the year ended December 31, 2024, the fair value of its common stock, which had no public market, was determined by its board of directors at the time of grant by considering a number of objective and subjective factors, including a valuation performed by an independent third party.

The third-party valuation was performed in accordance with the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, which identifies various available methods for allocating the enterprise value across classes of capital stock in determining the fair value of the underlying common stock at the valuation date.

Advertising Costs

Advertising costs, which were de minimis during the years ended December 31, 2024 and 2023, are expensed as incurred.

Foreign Currency

Foreign currency gains or losses were de minimis during the years ended December 31, 2024 and 2023 and resulted from the effect of exchange rate changes on transactions and remeasurement of monetary assets and liabilities denominated in foreign currencies.

Such gains or losses are recognized as other income (expense), net within the accompanying consolidated statements of operations.

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

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

Deferred tax assets are also recognized for temporary differences that arise from net operating losses and credit carryforwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax balances of a change in tax rates is recognized in income in the period that includes the enactment date.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

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

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

Net Loss Per Share

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

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

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

however, these have been excluded from the diluted net loss per share calculation because the effect was anti-dilutive due to our net loss.

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

Index to Consolidated Financial Statements

Fair Value Measurement

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

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

We had money market funds totaling $ 23.5 million and $ 36.7 million as of December 31, 2024 and 2023, respectively, which were measured at Level 1 fair value based on the active market price of the instruments and included in cash and cash equivalents and in other assets in the accompanying consolidated balance sheets.

We did not have assets or liabilities measured at fair value on a recurring basis using Level 2 or Level 3 inputs as of December 31, 2024 and 2023.

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

Cash, Cash Equivalents and Restricted Cash

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

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

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

Concentration of Credit Risk

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

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

We also had no transfers of financial instruments between Level 1, Level 2 and Level 3 during the years ended December 31, 2024 and 2023.

Concentration of Risk

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

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

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

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

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

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

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

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

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

Index to Consolidated Financial Statements

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

Segment Reporting

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

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

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

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

Revenue Recognition

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

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

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

Identify the contract with the customer .

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

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

Identify the performance obligations in the contract .

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

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

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

Determine the transaction price .

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

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

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

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

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

therefore, allocation is not necessary.

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

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

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

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

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

Grant Revenue

Payment from the U.S.

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

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

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

Many of our customers are in the aviation industry though our batteries have applications across all segments of electric mobility.

As of December 31, 2024 and 2023, we had two and three major customers that in the aggregate represented 50 % and 80 %, respectively, of our total accounts receivable.

An adverse impact on the aviation industry may affect our relationship with our customers, which could affect our future financial condition, results of operations and cash flows.

We are dependent on Berzelius and our third party contract manufacturing partners to manufacture one of our primary battery platforms.

The inability of these suppliers to provide manufacturing services or deliver batteries on time may cause a delay in fulfilling our customers’ orders, which could adversely impact our business, financial condition and results of operations.

Cash, Cash Equivalents and Restricted Cash Equivalents

Cash consists of bank and demand deposits.

Cash equivalents and restricted cash equivalents consist of money market funds with original maturity of less than 90 days from the date of purchase.

Restricted cash equivalents pertain to the amount of cash deposits required by our lessors to satisfy letter of credit requirements under our lease agreements.

Index to Consolidated Financial Statements

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

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

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

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

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

Restricted cash equivalents, which are included in other assets in the accompanying consolidated balance sheets, were $ 1.3 million and $ 56.0 thousand as of December 31, 2024 and 2023, respectively.

Accounts Receivable

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We have not experienced any significant losses from accounts receivable.

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

Our allowance for expected credit losses on our accounts receivable was de minimis as of December 31, 2024 and none as of December 31, 2023.

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

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Net realizable value is determined based upon the estimated selling price of the inventory in the ordinary course of business, less reasonably predictable costs of completion or disposal and transportation.

The cost of raw materials, work-in-process and finished goods generally exceeds their respective realizable value.

The cost of raw materials, work-in-process and finished goods manufactured at our Fremont, California facility generally exceeds their respective realizable value.

When an inventory is adjusted to its net realizable value, a new cost basis is established and such cost is not adjusted for any potential recovery or increase in cost.

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Expenditures for repairs and maintenance are expensed as incurred.

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

Upon disposition or retirement, the cost and related accumulated depreciation and amortization are removed from the accounts and any resulting gain (loss) is included within operating expenses in the accompanying consolidated statements of operations.

Impairment of Long-Lived Assets

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Based on management’s assessment, there were no impairment losses recorded during the years ended December 31, 2024 and 2023.

Deferred Costs

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

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

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

The recoverable

Index to Consolidated Financial Statements

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

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

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For finance leases, interest on the lease liability and the amortization of the right-of-use asset results in front-loaded expense over the lease term.

Warranty Liability

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

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

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

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

Product Warranty Liability

We provide a guarantee that our sale of battery products to customers will meet published or agreed upon specifications.

We replace battery products that do not meet the specification requirements at no additional cost to our customers during our standard or agreed-upon performance warranty period.

Based on our historical experience and our assessment, we have not recorded a product warranty liability as of December 31, 2024 and 2023.

Loss Contingencies

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Legal costs associated with these loss contingencies are expensed as incurred.

Deferred Costs

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

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

Cost of Revenues

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

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

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

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

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

Index to Consolidated Financial Statements

Research and Development Costs

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

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

Advertising Costs

Advertising costs, which were not material during the years ended December 31, 2023 and 2022, are expensed as incurred.

Stock-Based Compensation

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

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

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

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

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

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

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

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

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

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

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

We have elected to account for forfeitures as they occur.

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

These assumptions include:

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

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

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

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

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

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

Therefore, we use an expected dividend yield of zero.

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

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

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

Index to Consolidated Financial Statements

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

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

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

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

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

The PWERM is a scenario-based methodology that estimates the fair value of common stock based upon an analysis of future values for the company, assuming various outcomes.

The common stock value is based on the probability-weighted present value of expected future investment returns considering each of the possible outcomes available as well as the rights of each class of stock.

The future value of the common stock under each outcome is discounted back to the valuation date at an appropriate risk-adjusted discount rate and probability weighted to arrive at an indication of value for the common stock.

A discount for lack of marketability of the common stock is then applied to arrive at an indication of value for the common stock.

The OPM treats common stock and preferred stock as call options on the total equity value of a company, with exercise prices based on the value thresholds at which the allocation among the various holders of a company’s securities changes.

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

Common Stock Warrants

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

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

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

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

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