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• If our batteries fail to perform as expected, our ability to develop, market and sell our batteries would be adversely affected.
−Removed: • Our reliance on third parties to manufacture certain of our batteries or battery materials subjects us to certain risks.
−Removed: • We may not succeed in developing new high-volume manufacturing lines that meet our requirements for cell quality, yield, throughput and other performance metrics.
+Added: • Our primary reliance on third parties to manufacture our batteries or battery materials subjects us to certain risks.
+Added: • We may not succeed in expanding our manufacturing capacity or developing production lines that meet our requirements for quality, yield, and throughput.
+Added: Additionally, our reliance on third-party partners and requirements to source National Defense Authorization Act (NDAA)-compliant components at acceptable cost targets may result in significant delays, increased capital expenditures, or operational inefficiencies.
• We may not meet our manufacturing cost targets, which would limit the size of our market opportunities.
• We rely on, and will continue to rely on, complex equipment for our operations, and production involves a significant degree of risk and uncertainty in terms of operational performance and costs.
−Removed: • 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.
• We may not succeed in retaining and attracting key employees, particularly technical talent, needed to operate and build our business successfully.
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• 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.
−Removed: 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.
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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.
+Added: Index to Consolidated Financial Statements
• 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.
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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 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: • Recent and potential tariffs imposed by the United States government or a global trade war has and could continue to 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.
−Removed: • There can be no assurance that we will be able to comply with the continued listing standards of the NYSE.
+Added: • Any change in demand by existing customers, including customers representing a significant amount of our sales, could decrease our revenue and our results of operations would be adversely affected.
+Added: • A significant portion of our sales are to customers who are located outside of the United States, particularly in Europe.
+Added: Such sales expose us to geopolitical risks.
• 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: Index to Consolidated Financial Statements
• There is no guarantee that our warrants will be in the money, and they may expire worthless.
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If our batteries fail to perform as expected, our ability to develop, market and sell our batteries would be adversely affected.
−Removed: Our batteries may contain defects in design and manufacture that may cause them to not perform as expected or that may require repairs, recalls and design changes.
+Added: Our batteries may contain defects in design and manufacture that may cause them to not perform as expected or that would require repairs, recalls and design changes, and in certain limited instances, we have previously performed immaterial repairs on our batteries.
Our batteries are inherently complex and incorporate technology and components that have not been used for certain applications and that may contain defects and errors, particularly when first introduced to such applications.
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, 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.
+Added: If our batteries fail to perform as expected, our
+Added: Index to Consolidated Financial Statements
+Added: 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.
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Such an event could result in the failure of our end customers’ product as well as the loss of life or property, resulting in severe financial penalties for us, including the loss of revenue, cancellation of supply contracts and the inability to win new business due to reputational damage in the market.
−Removed: In addition, some of our supply agreements may require us to bear certain costs relating to recalls and replacements of end products when such recalls and replacements are due to defects of our battery products that are incorporated in such end products.
+Added: In addition, some of our supply agreements require us to bear certain costs relating to recalls and replacements of end products when such recalls and replacements are due to defects of our battery products that are incorporated in such end products.
Our reliance on third parties to manufacture certain of our batteries or battery materials subjects us to certain risks.
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Our SiCore batteries have been produced under contract manufacturing agreements with Berzelius and other partners.
−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 and Mexico and (ii) to use best efforts to prioritize fulfillment of Amprius’ forecasted orders, if any.
+Added: However, to facilitate 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.
−Removed: 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.
+Added: In addition, we have access, through our manufacturing supply agreements with our global contract manufacturers, including battery manufacturers in South Korea, to annual production exceeding 2.0 GWh of SiCore batteries in pouch, cylindrical and prismatic formats, and are engaging with potential additional partners across a network of established 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:
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• 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;
−Removed: 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, or at all, or be free from defects;
+Added: • We do not control Berzelius or other third party material suppliers, 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;
• 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;
+Added: Index to Consolidated Financial Statements
• 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;
• 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;
−Removed: • 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.
+Added: • Relying on global third parties subjects us to certain risks beyond our control including, currency fluctuations, trade barriers, trade wars, retaliatory actions or restrictions imposed on such third parties, inflation or other general economic and geopolitical uncertainty, including the recent economic uncertainty and volatility, any of which could negatively impact our operations, or those of our customers, suppliers and manufacturers.
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.
−Removed: We may not succeed in developing new high-volume manufacturing lines that meet our requirements for cell quality, yield, throughput and other performance metrics.
−Removed: 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: 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 SiMaxx silicon anode that meets our requirements for cell quality, throughput, yield, and other performance metrics.
−Removed: 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 a GWh-scale manufacturing facility, we are in the process of developing an automated, high-volume manufacturing line.
−Removed: 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.
−Removed: Before we use the equipment for production purposes, we must complete tuning and testing.
−Removed: There is no guarantee that the customization, development, testing and implementation of this equipment will be successful.
−Removed: In addition, there is no guarantee that we will also be able to correspondingly expand our manufacturing capacity for other battery components.
−Removed: 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: 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.
−Removed: In that process, we may encounter significant engineering challenges, performance issues, permitting issues, delays, unforeseen development costs and other obstacles.
−Removed: Index to Consolidated Financial Statements
−Removed: 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.
−Removed: As we have not yet produced our batteries at such scale, our ability to achieve such rates is untested and subject to significant constraints and uncertainties.
−Removed: Operational performance and costs can be difficult to predict and are often influenced by factors outside of our control, such as, but not limited to, failures by suppliers to deliver necessary components of our batteries in a timely manner and at prices and volumes acceptable to us, environmental hazards and remediation costs, costs associated with commissioning of machines, difficulty or delays in obtaining governmental permits, damages or defects in electronic systems, industrial accidents, fires, seismic activity and natural disasters, and problems with equipment vendors.
−Removed: Should operational risks materialize, they may result in lower yield, which would negatively affect our revenue growth and profitability.
−Removed: Additionally, the development of the manufacturing line will require us to make intensive capital expenditures before we are able to benefit from such development.
−Removed: The manufacturing line may also suffer unexpected malfunctions from time to time and will depend on repairs and spare parts to resume operations, which may not be available when needed.
+Added: We may not succeed in expanding our manufacturing capacity or developing production lines that meet our requirements for quality, yield, and throughput.
+Added: Additionally, our reliance on third-party partners and requirements to source NDAA-compliant components at acceptable cost targets may result in significant delays, increased capital expenditures, and operational inefficiencies.
+Added: We manufacture on a kWh-scale capacity and are working to increase our manufacturing capacity of our Fremont, California pilot line.
+Added: Our operations and growth prospects may be impacted by the National Defense Authorization Act (NDAA), which includes regulations to be implemented in the future which are aimed at securing the United States defense industrial base and domestic supply chains.
+Added: Specifically, the latest NDAA and related measures will, in the future, prohibit the Department of Defense from procuring certain advanced batteries and battery components that are sourced, produced, or refined by “foreign entities of concern.” Pursuant to our program with the Defense Innovation Unit (DIU), we are required to source or qualify individual lithium-ion battery components from National Defense Authorization Act (NDAA) compliant suppliers.
+Added: We may not be successful in sourcing such components or identifying compliant suppliers who can meet our technical specifications and cost targets.
+Added: Our inability to qualify compliant components at an acceptable cost could jeopardize our standing under the DIU program, or our business, financial condition, results of operations and prospects could be negatively affected.
+Added: Furthermore, 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 SiCore batteries.
+Added: In that process, we and our potential suppliers and other equipment vendors may encounter significant engineering challenges, performance issues, permitting or licensing issues, delays, unforeseen development costs, and other obstacles.
+Added: Additionally, our ability to manufacture SiCore batteries depends on our ability to establish mutually agreeable commercial terms with Berzelius under the relevant purchase orders.
+Added: If we fail to reach an agreement with Berzelius or other third party material suppliers, our standing under the DIU program could be jeopardized or our business, financial condition, results of operations and prospects could be negatively affected.
+Added: In addition, operational performance and costs can be difficult to predict and are often influenced by factors outside of our control, such as, but not limited to, failures by suppliers to deliver necessary components of our batteries in a timely manner and at prices and volumes acceptable to us, environmental hazards and remediation costs, costs associated with commissioning of machines, difficulty or delays in obtaining governmental permits, damages or defects in electronic systems, industrial accidents, fires, seismic activity and natural disasters, and problems with equipment vendors.
+Added: Should operational risks materialize, they may impact our ability to support our customers on a timely basis, which would negatively affect our revenue growth and profitability.
+Added: Additionally, the development of our SiCore manufacturing line at our Fremont, California facility may require us to make intensive capital expenditures before we are able to benefit from such development.
+Added: The SiCore manufacturing line may also suffer unexpected malfunctions from time to time and will depend on repairs and spare parts to resume operations, which may not be available when needed.
Further, unexpected equipment malfunctions may significantly affect the intended operational efficiency.
−Removed: We may not meet our manufacturing cost targets, which would limit the size of our market opportunities.
−Removed: 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.
+Added: We may not meet our production cost targets, which would limit the size of our market opportunities.
+Added: Index to Consolidated Financial Statements
+Added: We may require significant capital to develop and grow our business and expect to incur significant capital expenditures and other expenses, including those relating to the expansion of our manufacturing capacity, management of our contract manufacturers, development and establishment of our 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.
−Removed: Some of the processes in the manufacturing of our silicon anodes require chemical vapor deposition, for which equipment is more costly than those involved in standard anode production techniques.
+Added: Some of the processes in the manufacturing of our silicon anodes require equipment that is more costly than those involved in standard anode production techniques.
If we are unable to cost efficiently, design, manufacture, market, sell and distribute our batteries, our margins, profitability and prospects would be materially and adversely affected.
−Removed: We have not yet commenced high-volume production of our batteries, and any cost advantage for the production of our batteries at scale, compared to conventional lithium-ion batteries, will require us to manufacture at rates of cell quality, throughput, and yield demonstrated for mature batteries and battery material that we have not yet achieved.
−Removed: If we are unable to achieve these targeted rates, our business will be adversely impacted.
+Added: We partner with our existing contract manufacturers to manufacture and deliver our SiCore cells, and any cost advantage for the production of our batteries, compared to conventional lithium-ion batteries, require us to manufacture at rates of cell quality, throughput, and yield demonstrated for mature batteries and battery material that we have not yet achieved.
+Added: If we are unable to achieve these targeted rates through our existing contract manufacturers, our business will be adversely impacted.
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: 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.
+Added: 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.
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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 modified or installed equipment in favor of different or additional equipment.
+Added: Moreover, as we increase our efforts to expand 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.
−Removed: 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 and we are in the process of expanding this facility into a MWh-scale manufacturing facility.
−Removed: 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.
−Removed: As of December 31, 2024, we completed
−Removed: Index to Consolidated Financial Statements
−Removed: our pre-construction planning for this facility.
−Removed: 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.
−Removed: In addition, we are currently monitoring the larger industry dynamics.
−Removed: 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.
−Removed: 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.
−Removed: We may need to operate the new manufacturing facility in this new geographic area away from our headquarters.
−Removed: 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 of our suppliers’ platform, there is uncertainty as to whether manufacturing SiMaxx batteries in the new manufacturing facility will be successful.
−Removed: 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.
−Removed: 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 may require us to make significant and increasing capital expenditures to scale our production capacity and improve our supply chain processes.
−Removed: 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: 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.
−Removed: 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.
−Removed: 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.
We may not succeed in retaining and attracting key employees, particularly technical talent, needed to operate and build our business successfully.
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 services of Dr.
−Removed: Kang Sun, our Chief Executive Officer (“CEO”), and other senior technical and management personnel, including our executive officers, who would be difficult to replace.
−Removed: 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.
+Added: In particular, we are highly dependent on the services of senior technical and management personnel, including our executive officers, who would be difficult to replace.
+Added: If any key personnel were to depart, we may not be able to successfully attract and retain senior leadership necessary to grow our business.
As we build our brand and become better known, there is increased risk that competitors or other companies will seek to hire our personnel.
The failure to attract, integrate, train, motivate and retain these personnel could seriously harm our business and prospects.
−Removed: In addition, designing, building and operating our new manufacturing facility and large-scale production tools will require us to hire highly skilled personnel, including battery factory design and operations experts.
+Added: In addition, expanding our manufacturing capacity and operating our manufacturing facility and production tools will require us to hire highly skilled personnel.
There are currently a limited number of people with this experience in the United States.
−Removed: Recruiting and training skilled engineers, workers and other laborers will take significant cost and time, and an inability to do so timely or at all would inhibit the successful design, build-out and operation of the new manufacturing facility, thus negatively affecting our business and our results of operations.
+Added: Recruiting and training skilled engineers, workers and other laborers will take significant cost and time, and an inability to do so timely or at all would inhibit the successful expansion of our manufacturing capacity and operation of our manufacturing facility, thus negatively affecting our business and our results of operations.
We have pursued new product platforms and expanded our product portfolio.
We may expend our limited resources to pursue a particular product and fail to capitalize on products that may be more profitable or for which there is a greater likelihood of success.
−Removed: 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.
+Added: We expanded our product portfolio with the addition of SiCore in 2024 and have made substantial investments to develop new products and enhancements to our existing products.
We may forgo or delay pursuit of other opportunities
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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 other entities formerly affiliated with Amprius Holdings.
−Removed: 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.
−Removed: 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.
−Removed: If such officers and directors do not devote sufficient attention to the management and operation of our business or if such conflicts of interest are not resolved, our business and financial results may suffer.
+Added: We may compete for time and efforts of certain of our officers and directors.
+Added: Certain of our officers and directors are, or may in the future be, officers, directors, and employees of other entities and we may have to compete with the other entities for their time, attention and efforts.
+Added: For example, Dr.
+Added: Kang Sun, our Executive Advisor, our former Chief Executive Officer, and a member of our board of directors, serves on the board of directors of Berzelius.
+Added: There could be competition for the time and effort of such individuals, and, further, potential conflicts of interests in our transactions with Berzelius, or other entities, as could arise.
+Added: If such individuals do not devote sufficient attention to the management and operation of our business or if such conflicts of interest are not resolved, our business and financial results may suffer.
We may encounter delays and technical obstacles in developing new battery products such as different cell formats to meet varied market requirements.
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Product liability claims, even those without merit or those that do not involve our battery products, could harm our business, financial condition, results of operations and prospects.
+Added: Index to Consolidated Financial Statements
A successful product liability claim against us, resulting from safety issues or otherwise, could require us to pay a substantial monetary award.
We may not be able to cover any substantial monetary judgment against us.
−Removed: Index to Consolidated Financial Statements
−Removed: 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: 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.
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 anticipate being required to provide forecasts of our demand to our current and future suppliers prior to the scheduled delivery of products to potential customers.
+Added: We anticipate being required to provide forecasts of our demand to our current and future suppliers prior to the scheduled delivery of products to customers.
Currently, there is limited historical basis for making judgments on the demand for our batteries and our ability to develop, manufacture, and deliver our battery products.
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Given that our batteries may be customized to meet our customers’ specifications, they are susceptible to obsolescence due to their limited shelf life.
−Removed: 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.
+Added: Because we have no history of large-scale production and limited history of managing contract manufacturers, we may also be unable to forecast accurately the pace of manufacturing or the take-up of our battery products by our customers.
If we underestimate our requirements, our suppliers may have inadequate inventory, which could interrupt manufacturing of our battery products and result in delays in shipments and revenues.
In addition, lead times for materials and components that our suppliers order may vary significantly and depend on factors unique to the specific supplier, contract terms and demand for each component at a given time.
−Removed: If we fail to order sufficient quantities of battery components in a timely manner, the delivery of our batteries to our potential customers could be delayed, which would harm our business, financial condition and results of operations.
+Added: If we fail to order sufficient quantities of battery components in a timely manner, the delivery of our batteries to our customers could be delayed, which would harm our business, financial condition and results of operations.
Producing additional battery products to make up for any shortages within a short time frame may be difficult, making us unable to fulfill the purchase orders, especially due to the customized nature of our batteries.
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Any disruption in the supply of components or materials could temporarily disrupt research and development activities or production of our batteries until an alternative supplier is able to supply the required material.
−Removed: Changes in business conditions, unforeseen circumstances, governmental and regulatory changes, and other factors beyond our control or which we do not presently anticipate, could also affect our suppliers’ ability to deliver components to us on a timely basis.
−Removed: Any of the foregoing could materially and adversely affect our business, financial condition, results of operations and prospects.
+Added: Changes in business conditions, unforeseen circumstances, governmental and regulatory changes, and other factors beyond our control or which we do not presently anticipate, could also affect our suppliers’ ability to deliver components to us on a timely
Index to Consolidated Financial Statements
−Removed: 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.
−Removed: Our business has not been directly impacted by these ongoing armed conflicts, as we have no assets or operations, and we have not purchased materials from Russia, Belarus, Ukraine or the Middle East.
−Removed: To date, we have not experienced any material disruption in our business.
−Removed: Accordingly, we have not yet taken measures to mitigate potential adverse effects of such armed conflicts.
−Removed: However, the length and outcome of such conflicts is highly unpredictable.
−Removed: These conflicts may continue to cause significant market and other disruptions, including significant volatility in commodity prices, supply of components and supply chain interruptions, which could adversely affect our business, financial condition, results of operations and prospects.
−Removed: Currency fluctuations, geopolitics, trade barriers, embargoes, tariffs or shortages and other general economic or political conditions may limit our ability to obtain key components for our batteries or significantly increase freight charges, raw material costs and other expenses associated with our business, which could materially and adversely affect our business, financial condition, results of operations and prospects.
+Added: Any of the foregoing could materially and adversely affect our business, financial condition, results of operations and prospects.
+Added: We face risks related to significant changes in the United States’ trade policy, such as the imposition or plan to impose tariffs on certain product categories imported from China and other countries.
+Added: These countries have taken or may plan to take retaliatory actions, including imposing additional tariffs on the importation of a wide range of products from the United States, which could potentially lead to adverse impacts on global trade.
+Added: In addition, such events could also cause inflation or general economic and geopolitical uncertainty, including the recent economic uncertainty and volatility, any of which could negatively impact our operations, or those of our customers, suppliers and manufacturers.
+Added: We face risks related to global economic, geopolitical, and market conditions, in part due to the geographies in which some of our customers are located.
+Added: We face geopolitical and other risks associated with a significant portion of our sales being made to customers located outside of the United States, particularly in Europe.
+Added: We and our customers are subject to risks related to political change, terrorist activity, and armed conflict, such as the military conflicts between Russia and Ukraine and in the Middle East.
+Added: 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.
+Added: In addition, our batteries are incorporated into end products used in the defense industry by customers in jurisdictions experiencing military conflict.
+Added: As a result, any cessation or escalation of such conflicts could limit economic activity in the affected regions or impact our future sales.
+Added: Conversely, any cessation or de-escalation of these conflicts could alter regional market dynamics and competitive conditions, which may create both opportunities and challenges.
+Added: For example, while there is risk that a cessation of hostilities could curb demand for our products, due to a decrease of the need for combat zone drones, it is also possible that a cessation of hostilities could result in increased demand for our batteries for use in proactive defense, peace keeping or reconstruction efforts.
+Added: We cannot accurately predict the timing, outcome or broader impact of these developments.
+Added: Additionally, currency fluctuations, geopolitics, trade barriers, embargoes, increased tariffs and retaliatory actions or shortages and other general economic or political conditions may limit our ability to obtain batteries or key components for our batteries or significantly increase freight charges, raw material costs and other expenses associated with our business, which could materially and adversely affect our business, financial condition, results of operations and prospects.
Risks Related to Our Business and Industry
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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, 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.
+Added: Index to Consolidated Financial Statements
+Added: We expect to commit significant resources to expand 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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Accordingly, in order to build and maintain our business, we must maintain confidence among current and future partners, customers, suppliers, analysts, ratings agencies and other parties in our long-term financial viability and business prospects.
−Removed: Maintaining such confidence may be particularly complicated by certain factors including those that are largely outside of our control, such as our limited operating history, market unfamiliarity with our battery products, any delays in scaling manufacturing, delivery and service operations to meet demand, competition and uncertainty regarding our production and sales performance compared with market expectations.
+Added: Maintaining such confidence may be particularly complicated by certain factors including those that are largely outside of our control, such as our limited operating history, market unfamiliarity with our battery products, any delays in expanding our manufacturing capacity, delivery and service operations to meet demand, competition and uncertainty regarding our production and sales performance compared with market expectations.
Our future sales opportunities depend in part on the growth of markets for battery-powered applications.
These applications may develop slower or at a size that is less than expected, to the extent they develop at all.
−Removed: 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: 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.
+Added: 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.
While offering potential benefits, these strategic alliances with OEMs and others could subject us to a number of risks, including risks associated with sharing proprietary information, non-performance by our partners and costs of establishing and maintaining new strategic alliances, any of which may materially and adversely affect our business.
−Removed: We may have limited ability to monitor or control the actions of our partners and, to the extent any of them suffers negative publicity or harm to their reputation from events relating to their business, we may also suffer negative publicity or harm to our reputation by virtue of our association with them.
−Removed: For example, if we rely on our partners’ manufacturing facilities, those operations would be outside of our control.
+Added: We may have limited ability to monitor or control the actions of our partners and, to the extent any of them suffers negative publicity or harm to their reputation
+Added: Index to Consolidated Financial Statements
+Added: from events relating to their business, we may also suffer negative publicity or harm to our reputation by virtue of our association with them.
+Added: For example, we rely on our partners’ manufacturing facilities and their operations are outside of our control.
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.
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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
−Removed: Index to Consolidated Financial Statements
−Removed: 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 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.
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Historically, we derived a significant portion of our revenue from existing customers that expand their relationships with us.
+Added: For example, one customer during the year ended December 31, 2025 represented $27.1 million of our revenue.
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 approximately 47% and 67% of our revenue during each of the years ended December 31, 2024 and 2023, respectively.
−Removed: 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.
+Added: Any such decrease or change in our customers’ purchasing of our products could adversely impact our business, financial conditions or results of operations.
+Added: Certain of our customers, including customers that represent a significant portion of our business, have in the past reduced their spending with us or terminated their agreements with us, which has reduced our anticipated future cash receipts or revenue from these customers.
It is not possible for us to predict the future level of demand from our larger customers for our battery products, and there can be no assurance that our existing customers will continue to purchase from us.
Achieving renewal or expansion of deployments may require us to increasingly engage in sophisticated and costly sales efforts that may not result in additional sales.
−Removed: In addition, our customers’ decisions to expand the use of our battery products depends on a number of factors, including general economic conditions, the functioning of our batteries, and our customers’ satisfaction with our battery products.
+Added: In addition, our customers’ decisions to continue or expand the use of our battery products may depend on a number of factors, including general economic conditions, the functioning of our batteries, and our customers’ satisfaction with our battery products.
If our efforts to expand within our existing customer base are not successful, our business may suffer.
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.
−Removed: 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.
+Added: 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 other countries such as China and South Korea.
Our customers may choose to reduce future purchases, or not purchase at all, SiCore batteries manufactured outside of the United States.
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We may require additional capital to support business growth, and this capital might not be available on commercially reasonable terms or at all.
−Removed: On October 2, 2023, we entered into the At Market Issuance Sales Agreement (the “Sales Agreement”) with B.
−Removed: Riley Securities, Inc., Cantor Fitzgerald & Co.
−Removed: 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.
−Removed: We may 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 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.
−Removed: 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: We may need additional capital to support our business growth, 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
+Added: Index to Consolidated Financial Statements
+Added: and our corresponding expenditures are consistent with current expectations, both of which are subject to various risks and uncertainties, including those described herein.
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.
−Removed: 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.
+Added: As a result, we may need to access the debt and equity capital markets, to obtain additional financing in the future.
However, these sources of financing may not be available on acceptable terms, or at all.
Our ability to obtain additional financing will be subject to a number of factors, including:
−Removed: • market conditions;
−Removed: Index to Consolidated Financial Statements
+Added: • market or economic conditions;
• the level of success with our current manufacturing capabilities;
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Further, abrupt political change, terrorist activity, and armed conflict has had an impact on the global economy and financial markets.
−Removed: Although our business has not been directly impacted by such events, as we have no assets or operations, and we have not purchased materials from, Russia, Belarus, Ukraine or the Middle East, it is impossible to predict the extent to which our operations, or those of our customers, suppliers and manufacturers, will be impacted in the short and long term, or the ways in which the conflict may impact our business.
−Removed: The extent and duration of military action, sanctions and resulting market disruptions are impossible to predict, but could be material.
−Removed: In addition, actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity challenges.
+Added: Although our business operations have not been directly impacted by such events to date, our batteries are incorporated into end products that are used by defense industry customers in jurisdictions experiencing military conflict and it is difficult to accurately predict the extent to which our operations, or those of our customers, suppliers and manufacturers, will be impacted in the short and long term, or the ways in which the conflict may impact our business.
+Added: The extent and duration of military action, sanctions and resulting market disruptions are difficult to accurately predict, but could be material.
+Added: Sales could be impacted by any cessation or escalation of the conflicts in these regions.
+Added: In addition, actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, the financial services industry or the financial markets generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity challenges.
These factors may make the timing, amount, terms or conditions of additional financings unattractive to us.
If we raise additional funds by issuing equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of our currently issued and outstanding equity or debt, and our existing stockholders may experience dilution.
−Removed: If we are unable to generate sufficient funds from operations, raise additional capital or access our existing funds, we may be forced to take actions to reduce our capital or operating expenditures, including by eliminating redundancies, or reducing or delaying our production facility expansions, which may adversely affect our business, financial condition, results of operations and prospects.
−Removed: 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: 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.
−Removed: 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.
−Removed: 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 any applicable placement notice, and the demand for, and trading volume of, our common stock during the sales period.
−Removed: 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.
+Added: If we are unable to generate sufficient funds from operations, raise additional capital or access our existing funds, we may be forced to take actions to reduce our capital or operating expenditures, including by eliminating redundancies, or reducing or delaying our production facility expansion, which may adversely affect our business, financial condition, results of operations and prospects.
Our future growth and success depend in part on our ability to grow our customer base and effectively sell to a wide variety of customers.
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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
−Removed: Index to Consolidated Financial Statements
−Removed: you that we will be able to maintain or grow our customer base in a cost-effective way.
+Added: We cannot assure 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.
−Removed: Our business model has yet to be tested and any failure to realize our strategic plans would have an adverse effect on our operating results and business, harm our reputation and could result in substantial liabilities that exceed our resources.
−Removed: There is additional risk associated with new enterprises like Amprius, that are encountering new challenges and issues for the first time, many of which are beyond our control, including substantial risks and expenses in the course of establishing or entering new markets, implementing novel manufacturing processes, organizing operations and undertaking marketing activities.
+Added: Index to Consolidated Financial Statements
+Added: We continue to test our business model and any failure to realize our strategic plans would have an adverse effect on our operating results and business, harm our reputation and could result in substantial liabilities that exceed our resources.
+Added: There is additional risk associated with enterprises like Amprius, that are encountering new challenges and issues for the first time, many of which are beyond our control, including substantial risks and expenses in the course of establishing or entering new markets, implementing novel manufacturing processes, organizing operations and undertaking marketing activities.
The likelihood of our success must be considered in light of these risks, expenses, complications, delays and the competitive environment in which we operate.
There is, therefore, nothing at this time upon which to base an assumption that our business plan will prove successful, and we may not be able to generate significant revenue, raise additional capital or operate profitably.
−Removed: We will continue to encounter risks and difficulties frequently experienced by early commercial stage companies, including scaling up our infrastructure and headcount, and may encounter unforeseen expenses, difficulties or delays in connection with our growth.
+Added: We will continue to encounter risks and difficulties frequently experienced by early commercial stage companies, including expanding our manufacturing capacity and increasing our headcount, and may encounter unforeseen expenses, difficulties or delays in connection with our growth.
In addition, as a result of the capital requirements of our business, we can be expected to continue to sustain substantial operating expenses without generating sufficient revenue to cover expenditures.
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We have incurred net losses since our inception.
−Removed: 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.
−Removed: 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;
+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 manufacturing processes;
increase our sales and marketing activities;
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and result in loss of employees and reduced productivity of remaining employees.
−Removed: Our growth may require significant capital expenditures, which may lower our earnings, and may divert
−Removed: Index to Consolidated Financial Statements
−Removed: 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 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.
Certain members of our management do not have experience in operating a public company.
+Added: Index to Consolidated Financial Statements
Certain of our executive officers have limited experience in the management of a publicly traded company.
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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: 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.
−Removed: 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: In 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 prior to December 31, 2024 and there were no material weaknesses identified as of December 31, 2025, there can be no assurance that we will not experience additional material weaknesses in the future.
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.
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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.
−Removed: Index to Consolidated Financial Statements
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.
1 unchanged sentence
Additionally, we are required to disclose changes made on our internal control over financial reporting on a quarterly basis.
−Removed: 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: 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.
−Removed: See the section titled "Controls and Procedures – Management's Report on Internal Control over Financial Reporting" for more information.
+Added: Failure to comply with the Sarbanes-Oxley Act could
+Added: Index to Consolidated Financial Statements
+Added: 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.
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.
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Accordingly, our existing NOLs and other tax attributes may not be available to offset future income tax liabilities.
−Removed: With the recent change in presidential administration, there is also a risk that there will be substantial changes in law or regulations.
+Added: In July 2025, the One Big Beautiful Bill Act (the “OBBB Act”) made changes to certain international foreign tax credit and domestic tax provisions in the United States, and there is a risk of additional changes in law or regulations under the current presidential administration.
+Added: We continue to evaluate the potential impact of the OBBB Act and whether it could have a negative impact on our future cash flows.
+Added: The current presidential administration has also issued Executive Orders calling for substantial overhaul of the U.S.
+Added: Treasury regulations.
+Added: As a result, there could be substantial changes to regulations, in connection with both the OBBB Act and with the regulatory overhaul pursuant to Executive Orders, or other changes to tax laws.
In addition, many of the states are seeking to increase tax revenues.
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.
−Removed: 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.
−Removed: 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.
1 unchanged sentence
We benefit from certain government subsidies and economic incentives from time to time, including tax credits, rebates and other incentives that support the development and adoption of clean energy technology.
−Removed: 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, including as a result of changes to the leadership within the United States government administration.
−Removed: 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.
−Removed: Specifically, the Colorado Economic Development Commission approved up to approximately $5.5 million in Job Growth Incentive Tax Credits for us, over an eight-year period, which are contingent upon us meeting net new job creation and salary requirements.
−Removed: 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
−Removed: Index to Consolidated Financial Statements
−Removed: 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.
−Removed: Further, government incentives are subject to uncertainties and may be discontinued at any time.
+Added: Such government subsidies and economic incentives are subject to uncertainties and may be discontinued at any time.
+Added: For example, the Inflation Reduction Act of 2022 introduced or extended a number of federal tax credits to promote clean energy development.
+Added: However, some of these tax credits were reduced, limited or eliminated by the OBBB Act, and certain provisions of the OBBB Act may impact our eligibility for tax credits we have utilized in the past.
+Added: Thus, we cannot assure you that we will be able to benefit from government subsidies and economic incentives or that these subsidies and incentive programs will be available to us in the future at the same or comparable levels as they have been in the past.
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.
1 unchanged sentence
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.
−Removed: We have contracts with certain government agencies of the United States (as a prime contractor or subcontractor).
+Added: We have contracts with certain government agencies of the United States (as a prime contractor or subcontractor), including, for example, the U.S.
+Added: Department of War (“U.S.
+Added: Index to Consolidated Financial Statements
Sales to government agencies are subject to a number of challenges and risks.
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Accordingly, our business, financial condition, results of operations and prospects may be adversely affected by certain events or activities, including, but not limited to:
−Removed: • changes in fiscal or contracting policies or decreases in available government funding;
+Added: • changes in fiscal or contracting policies or decreases in spending, including defense spending, by government agencies and contractors or available government funding;
• changes in government programs or applicable requirements;
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• 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;
−Removed: Index to Consolidated Financial Statements
• decline to exercise an option to renew a multi-year contract;
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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.
−Removed: 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.
+Added: 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
+Added: Index to Consolidated Financial Statements
+Added: current requirements could limit contracting opportunities and also increase our costs and risk of non-compliance.
Failure to comply with government contracting laws, regulations and contract requirements, or adverse findings from a government audit or investigation can lead to criminal, civil or administrative proceedings (including pursuant to the False Claims Act), termination of contracts, forfeiture of profits, suspension of payments, adverse media coverage, fines and suspension or debarment from doing business with U.S.
government agencies, all of which may have an adverse effect on our reputation, business, financial condition, results of operations and prospects.
+Added: Changes in levels of U.S.
+Added: government defense spending could negatively impact our financial position and results of operations.
+Added: We derive a portion of our revenue from the U.S.
+Added: government, including from defense-related programs with the U.S.
+Added: DoW and we expect this to continue, as exemplified by our collaboration with the DIU.
+Added: Levels of U.S.
+Added: defense spending are very difficult to predict and may be impacted by numerous factors such as the political environment, U.S.
+Added: foreign policy, macroeconomic conditions, ongoing or emerging geopolitical conflicts such as conflict between Russia and Ukraine and developments in the conflict in the Middle East, and the ability of the U.S.
+Added: government to enact relevant legislation such as authorization and appropriations bills.
+Added: Accordingly, long-term uncertainty remains with respect to overall levels of defense spending.
+Added: Future budget cuts associated with the authorizations and appropriations process could result in reductions, cancellations, and/or delays of existing contracts or programs.
+Added: Any of these impacts could have a material effect on our financial condition or results of operations.
Our technology and our website, systems, and data we maintain may be subject to intentional disruption, security breaches and other security incidents, or alleged violations of laws, regulations, or other obligations relating to data handling that could result in liability and adversely impact our reputation and future sales.
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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,
−Removed: Index to Consolidated Financial Statements
−Removed: 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, 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.
−Removed: Any data security incidents or other disruptions to any data centers or other systems used in our business could result in lengthy interruptions in our service and may adversely affect our reputation, business, financial condition, results of operations and prospects.
+Added: Any data security incidents or other disruptions to any data
+Added: Index to Consolidated Financial Statements
+Added: centers or other systems used in our business could result in lengthy interruptions in our service and may adversely affect our reputation, business, financial condition, results of operations and prospects.
Significant capital and other resources may be required in efforts to protect against information security breaches, security incidents, and system disruptions, or to alleviate problems caused by actual or suspected information security breaches and other data security incidents and system disruptions.
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Responding to any investigation or action will likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees.
−Removed: We are subject to governmental export and import controls that could impair our ability to compete in international markets or subject us to liability if we violate these controls.
+Added: We and our partners and suppliers are subject to governmental export and import controls that could impair our ability to compete in international markets or subject us to liability if we violate these controls.
Our battery products may be subject to U.S.
−Removed: 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 is required to export, reexport, or transfer certain battery products to certain countries, end-users, and end-uses.
−Removed: If we were to fail to comply with such U.S.
−Removed: export controls laws and regulations, U.S.
−Removed: economic sanctions, or other similar laws, we could be subject to both civil and criminal penalties, including substantial fines, possible incarceration for employees and managers for willful violations, and the possible loss of our export or import privileges.
+Added: and international 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.
+Added: As such, an export license is required to export, re-export, or transfer certain battery products to certain countries, end-users, and end-uses.
+Added: For example, recent regulatory developments in China have introduced new export controls on certain lithium-ion batteries, the materials used in their production, and related manufacturing equipment and technologies.
+Added: Enforcement of these controls has been suspended until at least November 2026, pending the outcome of further negotiations between United States and China.
+Added: These measures, once they are enforced, could affect our partners and suppliers, disrupt our supply chain, increase costs, or require us to diversify our supply chain.
+Added: If we were to fail to comply with such export controls laws and regulations, economic sanctions, or other similar laws, we could be subject to both civil and criminal penalties, including substantial fines, possible incarceration for employees and managers for willful violations, and the possible loss of our export or import privileges.
Obtaining the necessary export license for a particular sale or offering may not be possible and may be time-consuming and may result in the delay or loss of sales opportunities.
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Even though we take precautions to ensure that we and our partners comply with all relevant export control laws and regulations, any failure by us or our partners to comply with such laws and regulations could have negative consequences for us, including reputational harm, government investigations and penalties.
−Removed: Changes in our battery products or changes in export and import regulations in such countries may create delays in the introduction of our products into international markets, prevent our end-customers with international operations from deploying our battery products globally or, in some cases, prevent or delay the export or import of our battery products to certain countries, governments or persons altogether.
+Added: Changes in our battery products or additional changes in export and import regulations in such countries may create delays in the introduction of our products into international markets, prevent our end-customers with international operations from deploying our battery products globally or, in some cases, prevent or delay the export or import of our battery products to certain countries, governments or persons altogether.
Any change in export or import laws or regulations, economic sanctions or related legislation, shift in the enforcement or scope of existing export, import or sanctions laws or regulations, or change in the countries, governments, persons, or technologies targeted by such export, import or sanctions laws or regulations, could result in decreased use of our battery products by, or in our decreased ability to export or sell our battery products to, existing or potential end-customers with international operations.
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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: Index to Consolidated Financial Statements
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
−Removed: Index to Consolidated Financial Statements
−Removed: 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 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 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.
−Removed: 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.
−Removed: More specifically, the United States government has imposed or threatened to impose significant tariffs on certain product categories imported from China and other nations.
−Removed: 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.
−Removed: 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.
+Added: Recent and potential tariffs imposed by the United States government or a global trade war has and could continue to 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 has and could continue to negatively impact trade, including imposing tariffs on certain goods imported into the United States.
+Added: For example, the United States government has imposed and threatened to continue 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 may lead to adverse impacts to global trade.
+Added: Such tariffs imposed by the United States, if increased and/or 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.
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If we fail to manage these dynamics successfully, gross margins and profitability could be adversely affected.
−Removed: 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: Increased tariffs or trade restrictions implemented by the United States and retaliatory actions by other countries could have a material adverse effect on our business, financial condition and results of operations.
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.
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or foreign governments may take additional administrative, legislative, or regulatory action that could materially interfere with our ability to source from or sell products in certain countries.
−Removed: Sustained uncertainty about, or worsening of, current global economic conditions and further escalation of trade tensions between the United States and its trading partners, especially China, could result in a global economic slowdown and long-term changes to global trade, including retaliatory trade restrictions that restrict our ability to operate in China.
+Added: Sustained uncertainty about, or worsening of, current global economic conditions and further escalation of trade tensions between the United States and its trading partners, especially China, could result in economic downturns, business interruptions affecting the global economy and capital markets, such as uncertainty in the global markets, inflation, recessionary trends, and long-term changes to global trade, including retaliatory trade restrictions that restrict our ability to operate in China or other countries.
Any alterations to our business strategy or operations made in order to adapt to or comply with any such changes would be time-consuming and expensive, and certain of our competitors may be better suited to withstand or react to these changes.
−Removed: 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 contract manufacturing partners from China for our SiCore batteries.
−Removed: Under its current leadership, the government of China has been pursuing economic reform policies, including by encouraging foreign trade and investment.
+Added: Our reliance on suppliers in foreign countries, including China and South Korea, 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: Our battery materials are sourced primarily from China and we rely on contract manufacturing partners from China and South Korea for our SiCore batteries.
+Added: In particular, under its current leadership, the government of China has been pursuing economic reform policies.
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.
+Added: Index to Consolidated Financial Statements
China’s regulations affecting the exporting of battery materials and batteries can be unpredictable.
−Removed: China has implemented significant restrictions on the export of graphite, a key material for traditional lithium-ion batteries.
−Removed: We cannot predict if China will expand such exporting restrictions to other battery materials or to any finished products.
+Added: China has implemented significant restrictions on the export of graphite, a key material for traditional lithium-ion batteries and recently announced that it plans to implement significant restrictions on other lithium battery materials, equipment and technology.
Although our battery materials are generally available from multiple suppliers, China is the predominant producer of certain of these materials.
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.
−Removed: Constrained supply of battery materials may restrict our ability to manufacture certain of our products
−Removed: Index to Consolidated Financial Statements
−Removed: 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: Additionally, China may restrict or prohibit exports of batteries made in China or that utilize technology from China, including our SiCore batteries.
−Removed: 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.
+Added: 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.
+Added: Additionally, China announced recently that it plans to implement export licensing requirements on certain finished battery products.
+Added: If China were to further 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.
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Risks Related to Ownership of Our Common Stock
−Removed: There can be no assurance that we will be able to comply with the continued listing standards of the NYSE.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: If this were to occur, we could face significant material adverse consequences, including:
−Removed: • a limited availability of market quotations for our securities;
−Removed: • reduced liquidity for our securities;
−Removed: • 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;
−Removed: • the incurrence of additional costs under state blue sky laws in connection with any sales of our securities;
−Removed: • a limited amount of news and analyst coverage;
−Removed: • a decreased ability to issue additional securities or obtain additional financing in the future.
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.
−Removed: 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.
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• 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;
+Added: Index to Consolidated Financial Statements
• 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.
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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.
−Removed: Concentration of ownership among our executive officers, directors and affiliates may prevent new investors from influencing significant corporate decisions.
−Removed: Index to Consolidated Financial Statements
−Removed: As of December 31, 2024, our executive officers and directors as a group beneficially own approximately 12.9% of our outstanding common stock.
−Removed: 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: Concentration of ownership by shareholders of our common stock may prevent new investors from influencing significant corporate decisions.
+Added: Our stockholders, including our executive officers and directors who are stockholders, individually or collectively, may be 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.
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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.
−Removed: 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: In addition, if we encounter any issues in complying with those requirements, such as
+Added: Index to Consolidated Financial Statements
+Added: 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.
Moreover, the existence of those issues could adversely affect our reputation or our investors’ perceptions of us.
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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”).
−Removed: 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.
+Added: As such, we are eligible for and currently 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 $700.0 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
−Removed: Index to Consolidated Financial Statements
−Removed: 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.
+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 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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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.
+Added: Index to Consolidated Financial Statements
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.
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Shares reserved for future issuance, including shares issuable upon vesting of the outstanding restricted stock units, under the Amprius Technologies, Inc.
−Removed: 2022 Equity Incentive Plan, which totaled 17,716,822 shares as of December 31, 2024;
+Added: 2022 Equity Incentive Plan;
Shares reserved for future issuance under the Amprius Technologies, Inc.
−Removed: 2022 Employee Stock Purchase Plan, which totaled 2,724,333 shares as of December 31, 2024;
+Added: 2022 Employee Stock Purchase Plan;
Shares issuable upon exercise of the options outstanding under the Amprius Technologies, Inc.
−Removed: 2016 Equity Incentive Plan, which totaled 11,017,298 shares as of December 31, 2024;
−Removed: 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.
+Added: 2016 Equity Incentive Plan;
+Added: Shares issuable upon exercise of the options outstanding under the Amprius Holdings 2008 Stock Plan and the Amprius Holdings Second Equity Incentive Plan.
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.
−Removed: Further, we have filed a prospectus supplement relating to our offering and sale of up to $100.0 million of shares of our common stock under the Sales Agreement.
−Removed: The purchase price for the shares that we may sell to the Sales Agents in the At Market Financing will fluctuate based on the price of our common stock.
−Removed: 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 Agents, they may resell the shares subject to the terms and conditions of the Sales Agreement.
−Removed: Therefore, sales to the Sales Agents made by us could result in substantial dilution to the interests of other holders of our common stock.
−Removed: 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.
−Removed: 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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We do not currently have any plan of additional arrangements for our outstanding private warrants, public warrants and PIPE warrants.
−Removed: 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.
+Added: The likelihood that warrant holders will exercise the warrants and any cash proceeds that we would
+Added: Index to Consolidated Financial Statements
+Added: receive is dependent upon the market price of our common stock.
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.
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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: Index to Consolidated Financial Statements
The public warrants and private warrants were issued in registered form under the respective warrant agreements.
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The warrants are exercisable for common stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.
−Removed: 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.
+Added: As of December 31, 2025, we had a total of 16,492,472 public warrants, 300,000 private warrants and 2,052,500 PIPE warrants outstanding.
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.
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Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of our common stock.
+Added: Index to Consolidated Financial Statements
Further, there is no guarantee that the warrants will ever be in the money prior to their expiration, and as such, such warrants may expire worthless.
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.