What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-28 compared with 2024-02-28 · 463 added, 314 removed, 442 unchanged (64% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Stockholders’ Equity

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We have audited the accompanying consolidated balance sheets of Solid Power, Inc.

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

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S.

(the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, stockholders' equity and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with U.S.

generally accepted accounting principles.

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

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

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

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

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

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

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

Accordingly, we express no such opinion.

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

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(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

Solid Power, Inc.

| 2024 Form 10-K | 42

Valuation of Private Placement Warrant Liability

Revenue recognition based on the percentage of completion method

’s assumptions, especially the guideline public companies used to determine the volatility assumption.

Description of the Matter

The fair value of the Private Placement Warrant Liability at December 31, 2023, was $4.2 million.

During the year ended December 31, 2023, the fair value of the Private Placement Warrant Liability decreased by $4.9 million.

As discussed in Note 5 to the consolidated financial statements, the fair value of the Private Placement Warrant Liability was estimated using a Black-Scholes model that utilized various assumptions, including term, stock price, volatility, risk free rate and dividend yield.

Changes to the fair value of the Private Placement Warrant Liability are included within the Consolidated Statement of Operations.

The volatility assumption significantly affects the fair value of the Private Placement Warrant Liability.

The volatility is estimated based on implied volatility from the Company ’ s Public Warrants and from historical volatility of select peer companies ’ common stock that matches the expected remaining life of the warrants.

Auditing the fair value of the Private Placement Warrant Liability was challenging due to the judgmental nature of selecting an appropriate valuation model and the model ’ s assumptions, especially the guideline public companies used to determine the volatility assumption.

As described in Note 2 and Note 15 to the consolidated financial statements, revenues from collaboration arrangements are recognized over time utilizing incurred labor hours in relation to total labor hours anticipated to satisfy the combined performance obligation, and revenues from a new collaboration arrangement totaled $11.8 million for the year ended December 31, 2024.

Due to the long-term nature of contracts, developing the total anticipated labor hours requires judgment.

Factors that impact the total anticipated labor hours include the length of time required to complete the performance obligation, the achievement of milestones, and employee and subcontractor performance.

Auditing management’s estimate for the total anticipated labor hours was challenging and complex due to the judgment involved in evaluating management’s assumptions over the total labor hours anticipated to satisfy the combined performance obligation.

How We Addressed the Matter in Our Audit

To test the fair value of the Private Placement Warrant Liability, our audit procedures included, among others, assessing the appropriateness of the use of the Black-Scholes model and accuracy of the underlying calculation, including testing the assumptions used to calculate the fair value of the Private Placement Warrant Liability.

We compared the term, stock price, risk free rate and dividend yield to readily available information as of the valuation date at December 31, 2023.

For the volatility assumption, we assessed the suitability of the peer companies used based on the similarity of their operations to that of the Company and developed an independent range of volatility based on the implied volatility of the Company ’ s Public Warrants and historical volatilities of the similarly sized peer companies.

We involved our specialists to assist us with evaluating the Black-Scholes model, as well as to perform comparative range calculations using the assumptions previously discussed.

To test the total anticipated labor hours, we performed audit procedures that included, among others, reading the contract to confirm our understanding of the Company’s obligations and evaluating the significant data and assumptions used by management to determine the total anticipated labor hours.

We inquired of both finance and operations personnel to understand the progress of the contract and the assumptions used to develop the estimate.

We compared actual hours incurred to estimated hours to assess the historical accuracy of management’s estimate, we compared anticipated hours to hours incurred to date for similar activities to assess those estimates, and we verified achievement of key project milestones.

/s/ Ernst & Young LLP

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Solid Power, Inc.

Financial Statements

(in thousands, except par value and number of shares)

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Contract receivables

Contract receivables from related parties

Prepaid expenses and other current assets

Total current assets

Long-Term Assets

Property, plant and equipment, net

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Right-of-use finance lease assets, net

Long-term Investments

Intangible assets, net

Liabilities and Stockholders’ Equity

Loan receivable from equity method investee

Total long-term assets

Liabilities, Mezzanine Equity and Stockholders’ Equity

Current Liabilities

Accounts payable and other accrued liabilities

Current portion of long-term debt

Deferred revenue

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Accrued compensation

Operating lease liabilities, short-term

Finance lease liabilities, short-term

Operating lease liabilities

Finance lease liabilities

Total current liabilities

Long-Term Liabilities

Warrant liabilities

Operating Lease Liabilities, Long-Term

Finance Lease Liabilities, Long-Term

Other Long-Term Liabilities

Operating lease liabilities

Finance lease liabilities

Other liabilities

Total long-term liabilities

Total liabilities

Mezzanine Equity

Mezzanine equity

Stockholders’ Equity

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Accumulated deficit

Accumulated other comprehensive loss

Accumulated other comprehensive income (loss) (AOCI)

Total stockholders’ equity

Total liabilities and stockholders’ equity

Total liabilities, mezzanine equity and stockholders’ equity

See accompanying Notes to Consolidated Financial Statements.

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Solid Power, Inc.

Financial Statements

(in thousands, except number of shares and per share amounts)

Consolidated Statements of Operations

Consolidated Statements of Operations and Comprehensive Loss

For the Years Ended December 31,

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Interest expense

Other expense

Total nonoperating income and expense

Income tax benefit

Income tax expense

Share of net loss of equity method investee

Net Loss Attributable to Common Stockholders

Other Comprehensive Income (Loss)

Other Comprehensive Income

Comprehensive Loss Attributable to Common Stockholders

5 unchanged sentences

Solid Power, Inc.

Financial Statements

(in thousands, except number of shares)

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paid-in capital

Balance - December 31, 2021

Balance as of December 31, 2022

Withholding of employee taxes related to stock-based compensation

Shares of common stock issued under the ESPP

Shares of common stock issued for vested RSUs

Stock options exercised

Transaction fees

Unrealized loss on marketable securities

Unrealized gain on available-for-sale securities

Stock-based compensation expense

Balance - December 31, 2022

Balance as of December 31, 2023

Withholding of employee taxes related to stock-based compensation

Shares of common stock issued under ESPP

Shares of common stock issued under the ESPP

Shares of common stock issued for vested RSUs

Shares of common stock issued to non-employees

Stock options exercised

Transaction fees

Unrealized gain on marketable securities

Repurchase and retirement of shares of common stock

( 5,704,401 )

Remeasurement of mezzanine equity

Unrealized gain on available-for-sale securities

Stock-based compensation expense

Balance - December 31, 2023

Balance as of December 31, 2024

See accompanying Notes to Consolidated Financial Statements.

2 unchanged sentences

Solid Power, Inc.

Financial Statements

(in thousands, except par value, share amounts, and per share amounts)

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Amortization of right-of-use assets

Loss on sale of property, plant, and equipment

Loss on sales of property, plant, and equipment

Loss on extinguishment of note receivable

Share of net loss of equity method investee

Stock-based compensation expense

Deferred taxes

Change in fair value of warrant liabilities

Accretion of discounts on other long-term liabilities

Amortization of premiums and accretion of discounts on marketable securities

Amortization of premiums and accretion of discounts on available-for-sale-securities

Change in operating assets and liabilities that provided (used) cash and cash equivalents:

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Accrued compensation

Operating and finance lease liabilities, short-term

Operating lease liabilities

Net cash and cash equivalents used in operating activities

1 unchanged sentence

Purchases of property, plant and equipment

Purchases of marketable securities and long-term investments

Proceeds from sales of marketable securities

Purchases of available-for-sale securities

Proceeds from sales of available-for-sale securities

Proceeds from sales of property, plant and equipment

Cash paid for loan receivable from equity method investee

Cash paid for equity method investment

Purchases of intangible assets

Net cash and cash equivalents provided by (used in) investing activities

Net cash and cash equivalents provided by investing activities

Cash Flows from Financing Activities

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Proceeds from exercise of stock options

Proceeds from issuance of shares of common stock under ESPP

Proceeds from issuance of shares of common stock under the ESPP

Cash paid for withholding of employee taxes related to stock-based compensation

Repurchase of shares of common stock

Payments on finance lease liabilities

Transaction costs

Net cash and cash equivalents provided by financing activities

Net cash and cash equivalents provided by (used in) financing activities

Net decrease in cash and cash equivalents

1 unchanged sentence

Cash and cash equivalents at end of period

Supplemental information

Cash paid for interest

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| 2024 Form 10-K | 47

Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statements (in thousands, except number of shares and per share amounts)

Note 1 – Nature of Business

Solid Power is developing solid-state battery technology for the EV and other markets.

Solid Power, Inc.

(the “Company”) is developing solid-state battery technology for the battery electric vehicle (“EV”) and other markets.

The Company’s planned business model is to sell its electrolyte and to license its cell designs and manufacturing processes.

For the years ended December 31, 2023 and 2022, the Company has not derived material revenue from its principal business activities.

Note 2 – Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The Consolidated Financial Statements of the Company have been prepared on the basis of GAAP.

The Consolidated Financial Statements of the Company have been prepared on the basis of U.S.

generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission.

The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements.

Actual results could differ from those estimates.

All amounts presented in the footnotes are in thousands, except share and per share amounts.

All amounts presented in the footnotes are in thousands, except share and per share amounts or as otherwise indicated.

The Consolidated Financial Statements include accounts of the Company and its wholly owned subsidiaries.

All intercompany balances and transactions have been eliminated in consolidation.

The accompanying Consolidated Financial Statements have been prepared assuming that the Company will continue as a going concern.

The Company accounts for its investment in an entity in which the Company does not exercise significant influence or have the obligation to absorb losses or receive benefits as a variable interest entity (“VIE”).

The VIE is accounted for under the equity method at the cost of initial investment.

The Company evaluates its relationships with the VIE on an ongoing basis, including when the Company believes a loss in value may have occurred which is other than temporary.

The Company measures its equity method investment at cost minus impairment, if any, plus or minus the share of the equity method investee’s loss or gain.

Activity is included in Investments in the Consolidated Balance Sheets and separately within Share of net loss of equity method investee in the Consolidated Statements of Operations and Comprehensive Loss and within Cash Flows from Investing Activities in the Consolidated Statements of Cash Flows.

Segment Reporting

The Company’s CODM is its Chief Executive Officer.

The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer.

The Company has determined that it operates in one operating segment and one reportable segment as the CODM reviews financial information presented as a single entity for purposes of making operating decisions, allocating resources, and evaluating financial performance.

The CODM manages the business on a consolidated basis and uses consolidated Net Loss Attributable to Common Stockholders as reported in the Consolidated Statements of Operations and Comprehensive Loss as the profit or loss measure in assessing performance and deciding how to allocate resources.

The CODM is regularly provided with only the consolidated expenses in the Consolidated Statements of Operations and Comprehensive Loss.

See Note 15 – Segment Disclosure for more information.

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and contingencies at the date of the financial statements as well as reported amounts of revenues and expenses during the reporting periods.

Estimates made by the Company include, but are not limited to, those related to the valuation of stock warrants, and useful lives of long-term assets, among others.

Estimates made by the Company include, but are not limited to, those related to the measurement of revenue for collaborative arrangements, valuation of warrants, valuation of stock-options and useful lives of long-term assets, among others.

The Company bases these estimates on historical experience and other assumptions that it believes are reasonable under the circumstances.

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The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

As of December 31, 2023 and periodically throughout the year, the Company’s cash accounts exceeded federally insured limits.

Marketable Securities

As of December 31, 2024 and throughout the year, the Company’s cash accounts exceeded federally insured limits.

Available-for-Sale Securities

The Company’s investment policy is consistent with the definition of available-for-sale securities.

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From time to time, the Company may sell certain securities, but the objectives are not to generate profits on short-term differences in price.

These securities are carried at estimated fair value with unrealized holding gains and losses included in other comprehensive income (loss) in stockholders’ deficit until realized.

Gains and losses on marketable security transactions are reported on the specific-identification method.

Dividend and interest income are recognized when earned.

Solid Power, Inc.

| 2024 Form 10-K | 48

These securities are carried at estimated fair value with unrealized holding gains and losses included in accumulated other comprehensive income (loss) in stockholders’ equity until realized.

Gains and losses on available-for-sale securities are reported on the specific-identification method.

Dividend and interest income are recognized when earned.

The Company’s available-for-sale securities are recorded within Marketable securities and within Investments in the Consolidated Balance Sheets.

Contract Receivables

Contract receivables consist of amounts due from government entities and commercial contractors.

Management considers all contract receivables collectible, and therefore, an allowance for doubtful accounts has not been recorded as of December 31, 2023 and 2022.

Included within contract receivables are amounts for work performed but not billed as of December 31, 2023 and 2022, shown below.

December 31, 2023

December 31, 2022

Management considers all contract receivables collectible and, therefore, the Company has not recorded an allowance for credit losses as of December 31, 2024, and 2023.

Amounts for work performed but not billed as of December 31, 2024, and 2023 are included within contract receivables and shown in the table below.

Contract receivables not billed

Credit Risk and Major Customers

Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents, marketable securities, and long-term investments.

The Company seeks to mitigate its credit risk with respect to cash and cash equivalents, marketable securities, and long-term investments by making deposits with large, reputable financial institutions and investing in high credit rated instruments.

The Company grants credit in the normal course of business to government entities and commercial contractors in the United States.

Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents, marketable securities, investments and loan receivables.

The Company seeks to mitigate its credit risk with respect to cash and cash equivalents, marketable securities, and investments by making deposits with large, reputable financial institutions and investing in high credit rated instruments.

The Company grants credit in the normal course of business to government entities and commercial contractors.

The Company periodically monitors the financial condition of its customers to reduce credit risk, but generally does not require collateral to support contract receivables.

The table below sets forth revenue and contract receivable concentration for customers that accounted for more than 10% of the Company’s total gross revenue for the years ended December 31, 2024, and 2023.

For the Years Ended December 31,

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Prepaid expenses and other current assets consist primarily of security deposits, prepaid insurance, and other minor miscellaneous expenses paid in advance.

Property and Equipment

Property and equipment are recorded at cost.

The Company capitalizes property and equipment with useful lives exceeding one year.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost.

The Company capitalizes property, plant and equipment with useful lives exceeding one year.

Assets are depreciated over their estimated useful lives.

The straight-line method is used for computing depreciation.

Depreciation expenses are recorded within Direct costs and Research and development line items in the Consolidated Statements of Operations.

Depreciation expenses are recorded within Operating Expenses in the Consolidated Statements of Operations and Comprehensive Loss.

Cost of maintenance and repairs are charged to expense when incurred.

Construction in progress related to specialized equipment will be reclassified as Property and equipment and depreciated, once placed in service.

Depreciable Life - Years

Commercial production equipment

Construction in progress related to specialized equipment will be reclassified as Property, plant and equipment and depreciated, once placed in service.

Depreciable Life

Production equipment

Laboratory equipment

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Lesser of asset life or lease term

Long-Term Investments

The Company considers all investments with an original maturity of twelve months or more when purchased to be long-term investments.

Solid Power, Inc.

| 2024 Form 10-K | 49

The Company considers all available-for-sale securities with an original maturity of less than 12 months when purchased to be marketable securities.

The Company considers all available-for-sale securities with an original maturity of 12 months or more when purchased to be investments.

The Company records its investments in non-marketable equity securities in accordance with Accounting Standards Codification (“ASC”) 321 – Investments - Equity Securities.

Under the measurement alternative, carrying value is measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer.

Adjustments are determined at fair value as of the transaction date.

The Company’s equity securities investment is presented in Investments in the Consolidated Balance Sheets.

The Company’s non-marketable equity securities investment, as noted in Note 11 – Related Party Transactions, is evaluated for impairment based on qualitative factors, including the investee’s financial and liquidity position and access to capital resources, among others.

When indicators of impairment exist, a loss is recorded equal to the difference between the fair value and carrying value of the investment.

The Company acquired an equity interest in Dahae Energy Co., Ltd (“Dahae”) in October 2024.

The Company has determined that Dahae is a VIE.

The Company does not have a controlling financial interest in Dahae and, therefore, accounts for its investment using the equity method of accounting.

As a result of the Company’s interest in Dahae, Dahae is considered a related party.

See Note 11 – Related Party Transactions for more information.

Loan Receivable from Equity Method Investee

The Company accounts for its loan receivable from its equity method investee, Dahae at its stated principal amount, net of any discount or premium.

The related discounts or premiums on the loan receivable are amortized or accreted over the term of the loan receivable.

The Company classifies its loan receivable on a current (due within 12 months of reporting date) and a long-term (due in excess of 12 months from reporting date) basis in accordance with the stated maturity date.

Interest income is accrued based on the contractual terms which are payable on a quarterly basis.

Interest income from the loan receivable is presented as Interest income in the Consolidated Statements of Operations and Comprehensive Loss.

Any interest receivable from the loan receivable represents a current asset within Prepaid expenses and other current assets in the Consolidated Balance Sheets.

The Company applies ASC 326 – Measurement of Credit Losses on Financial Instruments to financial assets measured at amortized cost, including the loan receivable from Dahae.

The Company utilizes the discounted cash flow method to estimate current expected credit losses.

The Company has not recognized an allowance for current expected credit losses on its loan receivable and does not have any loans receivable in nonaccrual status.

See Note 11 – Related Party Transactions for more information.

Intangible Assets

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Assets not subject to amortization are tested at least annually for impairment if events or circumstances indicate an impairment may have occurred.

Deferred Rent

Prior to the adoption of ASU No.

2016-02, Leases (Topic 842) on January 1, 2022, the Company had entered into operating lease agreements for each of its two facilities, each of which contain provisions for future rent increases or periods in which rent payments are reduced.

The Company records monthly rent expense equal to the total of the payments due over the lease term, divided by the number of months of the lease term.

The difference between rent expense recorded and the amount paid is credited or charged to deferred rent, which is reflected in Other Long-term Liabilities in the accompanying Consolidated Balance Sheets.

Deferred rent also includes the unamortized portion of landlord-financed tenant improvement allowances, which are amortized on a straight-line basis over the lease term as a reduction in rent expense.

The Company accounts for its leases under ASU No.

2016-02, Leases (Topic 842).

Under this guidance, the Company classifies contracts meeting the definition of a lease as operating or financing leases, and leases are recorded on the condensed consolidated balance sheet as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate.

The Company accounts for its leases under ASC 842 – Lease Accounting.

Under this guidance, the Company classifies contracts meeting the definition of a lease as operating or financing leases, and leases are recorded in the Consolidated Balance Sheets as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate.

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

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Variable lease expenses, including common maintenance fees, insurance and property tax, are recorded when incurred.

Solid Power, Inc.

| 2024 Form 10-K | 50

In calculating the right-of-use asset and lease liability, the Company elects to combine lease and non-lease components for all classes of assets.

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Stock-Based Compensation

The Company recognizes expenses for employee services received in exchange for stock-based compensation based on the grant date fair value of the awards.

The determination of the estimated fair value of stock-based payment awards on the date of grant is calculated using the Black-Scholes option-pricing model and is affected by the Company’s stock price, as well as assumptions regarding risk-free rate, dividend yield, and the historical volatility of comparable entities.

Stock-based compensation is recorded as an expense only for those awards that are expected to vest.

Compensation cost is recognized on a straight-line basis over the requisite vesting service period and is allocated ratably within Operating Expenses in the Consolidated Statements of Operations.

The Company records the elements of its JDAs in accordance with ASC Topic 808, Collaborative Arrangements.

Accordingly, the elements of the JDAs that represent activities in which both parties are active participants and are exposed to the significant risks and rewards that are dependent on the commercial success of the activities are recorded as collaborative arrangements.

The Company considers the guidance in ASC 606-10-15, Revenue from Contracts with Customers – Scope and Scope Exceptions, in determining the appropriate treatment for the transactions between the Company and its partners or third parties.

Generally, the classification of transactions under the JDAs is determined based on the nature and contractual terms of the arrangement along with the nature of the operations of the participants.

The Company recognizes collaborative revenue from cost contracts on the basis of costs incurred during the period and for cost plus fixed-fee contracts on the basis of costs incurred during the period plus the fee earned.

Stock-based compensation primarily consists of stock options, restricted stock units (“RSUs”), and restricted stock grants to non-employees.

Expenses for stock-based compensation are measured based on fair value on the date of the grant and recognized over the prescribed vesting schedule as described within Note 8 – Stock-Based Compensation.

The estimated fair value of stock options on the date of grant is calculated using the Black-Scholes option-pricing model and is affected by the Company’s stock price, as well as assumptions regarding risk-free rate, dividend yield, and the historical volatility of comparable entities.

The estimated fair value of RSUs is determined based on the number of shares granted and the closing price for of the Company’s common stock one business day before the grant date.

The Company accounts for forfeitures as they occur.

Employee compensation cost is recognized on a straight-line basis over the requisite vesting service period and is recorded within Operating Expenses in the Consolidated Statements of Operations and Comprehensive Loss.

The Company recognizes expenses for restricted stock grants to non-employees based on the grant date fair value of the restricted stock, which is based on the closing price of the Company’s common stock one business day before the grant date.

Non-employee stock-based compensation expenses are recognized on a straight-line basis over the non-employee vesting period.

Non-employee stock-based compensation related to restricted stock grants is recognized within Share of net loss of equity method investee in the Consolidated Statements of Operations and Comprehensive Loss.

The Company records revenue in accordance with ASC 808 – Collaborative Arrangements.

Revenue recognition is recorded by analogy to ASC 606 – Revenue from Contracts with Customers.

These agreements include the following components:

parties to the contract are active participants, both parties are exposed to significant risks and rewards, and both parties are dependent on the commercial success of the efforts under the contract.

R evenue from the Company’s collaborative arrangements is recognized over time using the input measurement method utilizing labor hours in relation to total labor hours anticipated to satisfy the performance obligation.

The Company expenses contract fulfillment costs as incurred.

The Company recognizes government revenue from cost contracts on the basis of costs incurred during the period and for cost plus fixed-fee contracts on the basis of costs incurred during the period plus the fee earned.

Contract costs include all direct labor, subcontract, material, and indirect costs related to the contract performance that are allowable under contract provisions.

Solid Power, Inc.

| 2023 Form 10-K | 53

Deferred revenue represents billings in advance of revenue recognized.

December 31, 2023

December 31, 2022

Deferred revenue represents cash collected in advance of revenue recognized.

Deferred revenue

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Warrant Liabilities

The Company accounts for warrants as liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815.

Warrants recorded as liabilities are recorded at their fair value, within Warrant Liabilities on the Consolidated Balance Sheets and are remeasured on each reporting date with changes recorded in Change in fair value of warrant liabilities on the Company’s Consolidated Statements of Operations.

The Company accounts for warrants as liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 – Distinguishing Liabilities from Equity and ASC 815 – Hedge Accounting.

Warrants recorded as liabilities are recorded at their fair value within Warrant liabilities in the Consolidated Balance Sheets and are remeasured on each reporting date with changes recorded in Change in fair value of warrant liabilities in the Company’s Consolidated Statements of Operations and Comprehensive Loss.

Fair Value Measurements

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As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.

The accounting guidance ASC Topic 820 Fair Value Measurement established a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, used to determine the fair value of its financial instruments.

The accounting guidance ASC 820 – Fair Value Measurement established a fair value hierarchy based on three levels of inputs, of which

Solid Power, Inc.

| 2024 Form 10-K | 51

the first two are considered observable and the last unobservable, used to determine the fair value of its financial instruments.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Level 1 – inputs include quoted market prices in an active market for identical assets or liabilities.

Level 2 – inputs are market data, other than Level 1, that are observable either directly or indirectly.

Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data.

Level 2 – inputs are market data, other than Level 1 inputs, that are observable either directly or indirectly, including quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data.

Level 3 – inputs are unobservable and corroborated by little or no market data.

The Company considers all highly liquid instruments with original maturities of less than 90 days to be cash equivalents.

The Company accounts for the change in fair value of the Company’s available-for-sale securities in Other Comprehensive Income in the Company’s Consolidated Statements of Operations and Comprehensive Loss.

Research and Development

Our research and development activities focus on making improvements to our electrolyte and cell technology with the ultimate goal of commercializing technology that outperforms conventional lithium-ion.

December 31, 2023

December 31, 2022

Research and development expenditures

The Company’s research and development activities focus on making improvements to its electrolyte and cell technologies with the ultimate goal of commercializing technology that outperforms conventional lithium-ion.

Costs related to research and development are expensed as incurred.

The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the Consolidated Financial Statements or tax returns.

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The measurement of deferred tax assets is reduced, if necessary, by the amount of any uncertain tax positions or tax benefits that are not expected to be realized based on available evidence.

The Company records deferred tax assets and associated valuation allowances, when appropriate, to reflect amounts more likely than not to be realized based upon Company analysis.

The Company’s temporary differences result primarily from capitalization of certain qualifying research and development expenses, accruals and reserves, depreciation of property and equipment, stock compensation expense, capitalization of operating or financing leases, and net operating loss carryovers.

Solid Power, Inc.

| 2023 Form 10-K | 54

The Company records deferred tax assets and associated valuation allowances, when appropriate, to reflect amounts more likely than not to be realized based on the Company’s analysis.

The Company’s temporary differences result primarily from capitalization of certain qualifying research and development expenses, accruals and reserves, depreciation of property, plant and equipment, stock compensation expense, capitalization of operating or financing leases, and net operating loss carryovers.

The Company provides deferred U.S.

federal, state, or foreign income tax benefits for periods presented.

The Company has also provided a valuation allowance on the net deferred tax asset because of uncertainty regarding realizability.

Realization of deferred tax assets is dependent on generating sufficient taxable income prior to the expiration of loss carryforwards.

The Company accounts for any uncertainty in income taxes by recognizing the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.

The Company measures the tax benefits recognized in the Consolidated Financial Statements from such a position based on the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate resolution.

Interest and penalties associated with tax positions are recorded in the period assessed as General and administrative on the Consolidated Statement of Operations.

The Company measures the tax benefits recognized in the Consolidated Financial Statements from such a position based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution.

Interest and penalties associated with tax positions are recorded in the period assessed as Selling, general and administrative in the Consolidated Statements of Operations and Comprehensive Loss.

No interest or penalties have been assessed during the years ended December 31, 2024 and 2023.

Net Loss per Share of Common Stock

Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period.

Diluted loss per share adjusts basic loss per share for the potentially dilutive impact of stock options and warrants.

The Company reported a net loss in 2023 and 2022.

As such, all potentially dilutive securities, including options and warrants, are antidilutive and, accordingly, basic net loss per share equals diluted loss per share.

Basic and Diluted Loss per Share of Common Stock

Basic loss per share is based on the weighted average number of shares of common stock outstanding for the period.

Basic loss per share represents Net Loss Attributable to Common Stockholders divided by the weighted average number of shares of common stock outstanding for the period.

Diluted loss per share includes the dilutive effect of additional potential shares of common stock issuable from stock-based awards and grants determined using the treasury stock method.

Diluted loss per share represents Net Loss Attributable to Common Stockholders divided by diluted weighted average number of shares of common stock, which includes the average dilutive effect of all potentially dilutive securities outstanding for the period.

Solid Power, Inc.

| 2024 Form 10-K | 52

Foreign Currency

The Company’s reporting currency and the functional currency of its foreign operations is U.S.

The Company’s Korean subsidiary maintains its financial statements in U.S.

Monetary assets and liabilities denominated in foreign currencies are remeasured using the exchange rate prevailing at the balance sheet date.

Gains and losses arising on remeasurement or settlement of foreign currency denominated transactions or balances are included in the determination of income.

The Company has not entered into derivative instruments to offset the impact of foreign currency fluctuations.

The total impact of foreign currency transaction losses for the years ended December 31, 2024 and 2023 was $ 179 and $ 0 , respectively.

Recent Accounting Pronouncements

Segment Reporting

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2023-07 Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.

Effective December 31, 2024, the Company adopted ASU 2023-07 on a retrospective basis.

See “—Segment Reporting” above and Note 15 – Segment Disclosure for more information.

In December 2023, the FASB issued ASU No.

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ASU 2023-09 will be effective for annual periods beginning January 1, 2025 and will be applied on a prospective basis with the option to apply the standard retrospectively.

We are evaluating the disclosure impact of ASU 2023-09.

Segment Reporting

The Company is evaluating the impact of ASU 2023-09 and anticipates that it may result in additional required disclosures in the Company’s Consolidated Financial Statements for the year ending December 31, 2025.

Income Statement

In November 2024, the FASB issued ASU No.

2023-07 Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

Among other new disclosure requirements, ASC 2023-07 requires companies to disclose significant segment expenses that are regularly provided to the CODM.

ASU 2023-07 will be effective for annual periods beginning on January 1, 2024 and interim periods beginning on January 1, 2025.

ASU 2023-07 must be applied retrospectively to all prior periods presented in the financial statements.

We are evaluating the disclosure impact of ASU 2023-07.

2024-03 Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses.

ASU 2024-03 requires disclosure of specified information about certain costs and expenses in the notes to the financial statements.

ASU 2024-03 will be effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027.

ASU 2024-03 can be applied either prospectively to financial statements or retrospectively to any prior periods presented in the financial statements.

The Company is evaluating the disclosure impact of ASU 2024-03.

Note 3 – Property, Plant, and Equipment

Property, plant and equipment at December 31 are summarized as follows:

Commercial production equipment

Property, plant, and equipment are summarized as follows:

Production equipment

Laboratory equipment

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Accumulated depreciation

Net property and equipment

Depreciation expenses for dedicated laboratory equipment and commercial production equipment are charged to research and development;

other depreciation expenses are included in the Company’s overhead and are allocated across operating expenses on the accompanying Consolidated Statements of Operations based on Company personnel costs incurred.

Depreciation expense

Net property, plant and equipment

Solid Power, Inc.

| 2024 Form 10-K | 53

In 2023, the Company expanded its electrolyte production to produce larger quantities of electrolyte material required to feed cell-production lines and continue research and development efforts.

The Company began producing electrolyte from this facility in 2023.

December 31, 2023

December 31, 2022

Depreciation expenses for dedicated laboratory equipment and production equipment are charged to research and development.

The other depreciation expenses are included in the Company’s overhead and are allocated across Operating Expenses based on Company personnel costs incurred.

Depreciation expenses related to property, plant, and equipment are summarized as follows:

Depreciation expense

The Company expanded its pilot electrolyte production to produce larger quantities of electrolyte to feed cell-production lines and continue research and development efforts at its Thornton, Colorado facility (“SP2”).

The Company began producing electrolyte at SP2 in 2023.

The Company also built an electrolyte innovation center (the “EIC”) at SP2 to design, improve, and test electrolyte manufacturing processes.

The Company placed nearly all of the EIC into service in 2024 and expects to place the remaining portion in service by the end of the first quarter 2025.

Construction in progress related to property, plant, and equipment is summarized as follows:

Construction in progress

SP1 – 2 nd cell pilot line

SP1 – Other capital projects

SP1 – Capital projects

SP2 – Increased scale electrolyte production

Note 4 – Intangible Assets

Intangible assets of the Company at December 31 are summarized as follows:

Intangible assets are summarized as follows:

Gross Carrying

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Total amortized intangible assets

Amortization expense for intangible assets at December 31 are summarized as follows:

Amortization expense for intangible assets is summarized as follows:

Amortization expense

Useful lives of intangible assets range from three to 20 years .

Amortization expenses are allocated ratably across operating expenses on the accompanying condensed consolidated statements of operations.

Amortization expenses are allocated ratably across operating expenses in the accompanying Consolidated Statements of Operations and Comprehensive Loss.

Note 5 – Fair Value Measurements

The Company considers all highly liquid instruments with original maturities of less than 90 days to be cash equivalents.

As of December 31, 2023, there were no long-term marketable securities.

The carrying amounts of certain financial instruments, such as cash equivalents, short-term investments, accounts receivable, accounts payable, and accrued liabilities, approximate fair value due to their relatively short maturities.

The carrying amounts of certain financial instruments, such as cash equivalents, accounts receivable, accounts payable, and accrued liabilities, approximate fair value due to their relatively short maturities.

The difference between the amortized cost and fair value of available-for-sale securities as of December 31, 2024 was not material.

As of December 31, 2024, 100 % of the Company’s marketable securities had a maturity of less than one year.

As of December 31, 2024, 99 % of the Company’s investments had a maturity between one to five years and 1 % of the Company’s investments had a maturity between five and ten years.

Solid Power, Inc.

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Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis

At December 31, the Company’s financial assets and liabilities measured and recorded at fair value on a recurring basis were classified within the fair value hierarchy as follows:

As of December 31, 2024 and 2023, the Company’s financial assets and liabilities measured and recorded at fair value on a recurring basis were classified within the fair value hierarchy as follows:

December 31, 2024

Balance Sheet Classification

Commercial paper

Marketable securities

Corporate bonds

Marketable securities

Corporate bonds

Government bonds

Marketable securities

Bifurcated embedded derivative

Loan receivable from equity method investee

Public Warrants

Warrant liabilities

Private Placement Warrants

Warrant liabilities

December 31, 2023

Balance Sheet Classification

Commercial paper

Marketable securities

Corporate bonds

Marketable securities

Corporate bonds

Government bonds

Marketable securities

Government bonds

Public Warrants

Warrant liabilities

Private Placement Warrants

The change in fair value of the Company’s marketable securities is included in other comprehensive income (loss).

Warrant liabilities

There were no transfers in and out of Level 3 fair value hierarchy during the years ended December 31, 2024 and 2023.

Year Ended December 31,

Marketable securities and long-term investments purchased

The following table provides the available-for-sale securities purchased during the years ended December 31, 2024 and 2023.

For the Years Ended December 31,

Available-for-sale securities purchased

Fair Value of Bifurcated Embedded Derivative

The fair value of the bifurcated embedded derivative (the “Derivative”) has been estimated using the with-and-without method as of December 31, 2024 using Level 3 unobservable inputs and Level 2 directly or indirectly observable inputs, including estimated credit rating, risk-free interest rates, and expected future cash flows.

Material increases or decreases in any of those inputs may result in a significantly higher or lower fair value measurement.

Material increases or decreases in expected future cash flows may result in a significantly higher or lower estimated fair value of the Derivative.

See Note 11 – Related Party Transactions for more information.

Fair Value of Warrants

The fair value of the Private Placement Warrants have been estimated using a Black-Scholes model as of December 31, 2023 and 2022 Consolidated Balance Sheet dates.

The fair value of the private placement warrants issued as part of the Company’s business combination in 2021 (the “Private Placement Warrants”) have been estimated using a Black-Scholes model as of December 31, 2024 and 2023.

The estimated fair value of the Private Placement Warrants is determined using Level 2 directly or indirectly observable inputs.

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Material increases (or decreases) in any of those inputs may result in a significantly higher (or lower) fair value measurement.

The Company estimates the volatility of its Private Placement Warrants based on implied volatility from the Company’s Public Warrants and from historical volatility of select peer companies’ common stock that matches the expected remaining life of the Warrants.

Solid Power, Inc.

| 2024 Form 10-K | 55

estimates the volatility of its Private Placement Warrants based on implied volatility from the Company’s publicly-traded warrants (the “Public Warrants” and, together with the Private Placement Warrants, the “Warrants”) and from historical volatility of select peer companies’ common stock that matches the expected remaining life of the Warrants.

The risk-free interest rate is based on the U.S.

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The following table provides quantitative information regarding Level 2 inputs used in the recurring valuation of the Private Placement Warrants as of their measurement dates.

Solid Power, Inc.

| 2023 Form 10-K | 57

December 31, 2023

December 31, 2022

Exercise price

Term (in years)

Risk-free rate

The following table provides a reconciliation of the Public Warrants measured at fair value using Level 1 inputs and Private Placement Warrants measured at fair value using Level 2 inputs:

The following table provides a rollforward (per Warrant) of the Public Warrants measured at fair value using Level 1 inputs and Private Placement Warrants measured at fair value using Level 2 inputs.

Public Warrants

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December 31, 2024

The following table provides a reconciliation of the change in fair value for the Public and Private Placement Warrants at December 31.

Twelve Months Change in

Warrant Class

December 31, 2022

December 31, 2023

Public Warrants

Private Placement Warrants

See Note 6 – Warrant Liabilities for more information.

Note 6 –Warrant Liabilities

The table below provides a summary of the outstanding Public and Private Placement Warrants at December 31:

The table below provides a summary of the outstanding Public and Private Placement Warrants.

Public Warrants

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The Warrants became exercisable on January 7, 2022 and will expire on December 8, 2026.

Redemption of Public Warrants when the price per share of common stock equals or exceeds $ 18.00 .

Redemption of Public Warrants When Price per Share of Common Stock Equals or Exceeds $ 18.00

The Company may redeem all of the outstanding Public Warrants:

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● at a price of $ 0.01 per Public Warrant; and

● if the last sale price of the Company’s common stock equals or exceeds $ 18.00 per share, subject to customary adjustments, for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which notice of the redemption is given.

Solid Power, Inc.

| 2024 Form 10-K | 56

● if the last sale price of the Company’s Common Stock equals or exceeds $ 18.00 per share, subject to customary adjustments, for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which notice of the redemption is given.

Redemption of Public Warrants when the price per share of common stock equals or exceeds $ 10.00 .

Redemption of Public Warrants When Price per Share of Common Stock Equals or Exceeds $ 10.00

The Company may redeem all of the outstanding Public Warrants:

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The “fair market value” of the Company’s common stock means the average reported last sale price of the Company’s common stock for the ten trading days immediately following the date on which the notice of redemption is sent to the holders of Warrants.

The Company classifies the outstanding Warrants as Warrant Liabilities on the condensed consolidated balance sheets in accordance with the guidance contained in ASC 815.

None of the Private Placement Warrants are redeemable by the Company so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees.

The table below provides the fair value of warrant liabilities at:

Fair value of warrant liabilities

The table below provides the Company’s recognized gain(loss) recognized in connection with the changes in fair value of warrant liabilities at December 31:

Gain recognized associated with warrant liabilities

The table below provides the gain (loss) recognized in connection with changes in fair value of warrant liabilities at:

For the Years Ended December 31,

Gain (loss) recognized associated with warrant liabilities

Note 7 – Stockholders’ Equity

Stock options exercised for common stock, stock issued under the ESPP, and shares of common stock issued upon vesting of RSUs for the years ended December 31, 2023 and 2022 are summarized in the table below:

Year Ended December 31,

Stock options exercised

Shares of common stock issued under ESPP

Shares of common stock issued for vested RSUs

Stock options exercised for common stock, shares of common stock issued under the Solid Power, Inc.

2021 Employee Stock Purchase Plan (the “ESPP”), shares of common stock issued upon vesting of RSUs, shares of restricted stock issued to non-employees, and shares of common stock repurchased under the stock repurchase program for the years ended December 31, 2024 and 2023 are summarized in the table below.

For the Years Ended December 31,

Shares of common stock issued upon exercise of stock options

Shares of common stock issued under the ESPP

Shares of common stock issued upon vesting of RSUs

Shares of restricted common stock issued to non-employees

Shares of common stock repurchased

( 5,704,401 )

Solid Power, Inc.

| 2024 Form 10-K | 57

The table below presents the cash received associated with common stock related activities at December 31.

Year Ended December 31,

Cash received from stock options exercised

Cash received from shares of common stock issued under ESPP

The table below presents the cash received or paid associated with common stock related activities for the years ended December 31, 2024 and 2023.

For the Years Ended December 31,

Cash received from exercise of stock options

Cash received from shares of common stock issued under the ESPP

Cash paid for shares of common stock repurchased

Stock Repurchase Program

On January 23, 2024, the Company announced that its Board of Directors (the “Board”) approved a stock repurchase program authorizing the Company to purchase up to $ 50,000 of the Company’s outstanding common stock.

Under the repurchase program, the Company may purchase shares of its common stock from time to time until the repurchase program expires on December 31, 2025.

The table below presents the number of shares repurchased and retired, the aggregate cost paid to repurchase such shares of common stock, including principal and commissions paid and excise tax accrued, and the average cost paid per share of common stock repurchased and retired for the year ended December 31, 2024.

The repurchased shares were subject to excise tax of 1 % of which is accounted for within Additional paid-in capital and accrued within Accounts payable and other current liabilities in the Consolidated Balance Sheets.

For the Year Ended December 31,

Repurchased and retired shares of common stock

Principal paid for shares of common stock

Commissions paid for shares of common stock

Total cash paid to repurchase and retire shares of common stock

Excise tax accrued

Average cost paid per share

Note 8 – Stock-Based Compensation

2014 Plan and 2021 Plan

Options granted under the 2014 Plan had a ten-year term and vest as to 1/4 th of these shares after one year after the initial date of service of a service provider and with the balance of the shares vesting in a series of 36 successive equal monthly installments following the first vesting date.

Options granted under the Solid Power, Inc.

2014 Equity Incentive Plan (the “2014 Plan”) have a ten-year term and vest as to 1/4 th of these shares after one year after the initial date of service of a service provider and with the balance of the shares vesting in a series of 36 successive equal monthly installments following the first vesting date.

Option awards under the 2014 Plan were granted with an exercise price equal to the fair market value of Solid Power Operating, Inc.’s common stock at the date of grant.

Certain option awards issued under the 2014 Plan provide for accelerated vesting if there is a change in control (as defined in the plan agreements).

Options granted under the 2021 Plan during 2022 have a ten-year term and vest as to 1/4 th of these shares per year beginning one year after the initial date of service of a service provider.

Options granted under the 2021 Plan during 2023 have a ten-year term and vest as to 1/4 th of the shares one year after the initial date of service of a service provider then 6.25 % per quarter thereafter.

Options granted under the Solid Power, Inc.

2021 Equity Incentive Plan (the “2021 Plan”) during 2022 have a ten-year term and vest as to 1/4th of these shares per year beginning one year after the initial date of service of a service provider.

Options granted under the 2021 Plan during 2023 and 2024 have a ten-year term and vest as to 1/4th of the shares one year after the initial date of service of a service provider then 6.25 % per quarter thereafter.

Option awards under the 2021 Plan were granted with an exercise price equal to the fair market value of the Company’s common stock at the date of grant.

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RSU awards for employees granted during 2022 generally vest 25 % per year commencing on the first anniversary of the grant date.

RSU awards for employees granted during 2023 generally vest 25 % on the first anniversary of the grant date then 6.25 % per quarter thereafter.

RSU awards for employees granted during 2023 and 2024 generally vest 25 % on the first anniversary of the grant date then 6.25 % per quarter thereafter.

RSU awards upon initial service as a director vest in 12 equal quarterly installments.

For initial service grants, vested RSUs are settled in common stock upon the earlier of the director no longer serving on the board of directors or the date the RSU has fully vested.

For initial service grants, vested RSUs are settled in common stock upon the earlier of the director no longer serving on the Board or the date the RSU has fully vested.

Annual RSU awards to directors generally fully vest on the one-year anniversary of the grant date.

Solid Power, Inc.

| 2024 Form 10-K | 58

Upon vesting, granted RSUs entitle the grantee to receive one share of common stock of the Company at no additional cost.

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No additional grants under the 2014 Plan are permitted.

Beginning on January 1, 2022, the number of shares of common stock available for issuance under the 2021 Plan shall increase by an amount equal to the lesser of (i) 18,900,000 shares of common stock, (ii) five percent ( 5 %) of the total number of shares of common stock outstanding on the last day of the immediately preceding fiscal year, or (iii) a number of shares of common stock determined by the administrator no later than the last day of the immediately preceding fiscal year.

On January 1, 2022, the number of shares of common stock available for issuance under the 2021 Plan increased by 8,377,899 shares of common stock.

As of December 31, 2023, the 2021 Plan permitted the Company to grant up to 21,711,885 shares of common stock to its employees, directors, and consultants, as designated by the board of directors.

As of December 31, 2023, the Company had 22,048,584 shares of common stock underlying options awards and RSU awards outstanding under the 2021Plan, respectively.

Year Ended December 31,

Beginning on January 1, 2022, the number of shares of common stock available for issuance under the 2021 Plan shall increase annually by an amount equal to the lesser of (i) 18,900,000 shares of common stock, (ii) five percent ( 5 %) of the total number of shares of common stock outstanding on the last day of the immediately preceding fiscal year, or (iii) a number of shares of common stock determined by the administrator no later than the last day of the immediately preceding fiscal year.

On January 1, 2022, 2023, and 2024, the number of shares of common stock available for issuance under the 2021 Plan increased by 8,377,899 , 0 , and 8,950,544 shares of common stock, respectively.

As of December 31, 2023, and 2024, the 2021 Plan permitted the Company to grant up to 22,369,304 and 28,196,225 shares of common stock, respectively, to its employees, directors, and consultants, as designated by the Board.

As of December 31, 2023 and 2024, the Company had 9,144,657 and 17,174,592 shares of common stock underlying options awards and RSU awards outstanding under the 2021 Plan, respectively.

For the Years Ended December 31,

Option awards granted under 2021 Plan

RSU awards granted under 2021 Plan

Solid Power, Inc.

| 2023 Form 10-K | 60

Restricted Stock Grants to Non-employees

On October 21, 2024, the Company granted shares of restricted stock to non-employees pursuant to the provisions of Regulation S under the Securities Act of 1933, as amended.

These grants were not granted as part of any existing plan.

The restricted stock grants vest over a four-year period, subject to forfeiture upon the applicable non-employee ceasing to provide services to Dahae or upon Dahae’s default on the financing instruments entered into between the Company and Dahae on October 21, 2024.

No additional shares of restricted stock are authorized for issuance under the restricted stock grants to the non-employees.

For the Years Ended December 31,

Restricted stock grants to non-employees

Compensation Expense for Stock-Based Compensation

The fair value of stock options and RSUs issued to employees and directors is recognized as compensation expense over the period of service that generally coincides with the vesting period of the award.

When calculating the amount of annual compensation expense, the Company has elected not to estimate forfeitures and instead accounts for forfeitures as they occur.

The fair value of stock options and RSUs issued to employees and directors is recognized as compensation expense over the vesting period of the award.

The fair value of the restricted stock grants issued to non-employees is recognized straight-line over the vesting period of the grant.

The Company accounts for forfeitures as they occur.

For the years ended December 31, 2024 and 2023, the Company recognized compensation costs totaling:

Year Ended December 31,

Equity-based compensation costs related to RSUs

Equity-based compensation costs related to stock options

Equity-based compensation costs related to ESPP

For the Years Ended December 31,

Stock-based compensation costs related to RSUs

Stock-based compensation costs related to stock options

Stock-based compensation costs related to the ESPP

Total equity-based compensation costs

Unrecognized future compensation cost as of:

The fair value of stock options and other equity-based compensation issued to employees is recognized as compensation expense over the period of service that generally coincides with the vesting period of the award.

The Company allocated compensation ratably across Operating Expenses within the following financial statement lines:

Year Ended December 31,

The unrecognized future compensation costs as of December 30, 2024 and 2023 were $ 20,549 and $ 23,922 , respectively.

The Company records compensation across Operating Expenses within the following financial statement lines:

For the Years Ended December 31,

Research and development

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Total equity-based compensation cost

Solid Power, Inc.

| 2024 Form 10-K | 59

The fair value of restricted stock grants to non-employees is recognized over the vesting period.

The Company recognized $ 22 within Share of net losses of equity method investee in the Company’s Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2024.

No amounts were recognized during the year ended December 31, 2023.

Stock Options

The fair value for purposes of determining the compensation cost of each option award is estimated on the date of grant using a Black-Scholes option valuation model that uses the weighted-average assumptions noted in the following table.

For purposes of determining the compensation cost, the fair value of each option award is estimated on the date of grant using a Black-Scholes option valuation model that uses the weighted-average assumptions noted in the following table.

Expected volatilities are based on historical volatility of comparable companies.

The Company uses historical data to estimate option exercise and employee termination within the valuation model.

The risk-free rate for periods within the contractual life of the option is based on the U.S.

The risk-free rate for periods within the expected life of the option is based on the U.S.

Treasury yield curve in effect at the time of grant.

The fair value of each option grant during the years ended December 31, 2023 and 2022 was estimated on the grant date using the Black-Scholes option pricing model with the following weighted-average assumptions used:

The fair value of each stock option grant during the years ended December 31, 2024 and 2023 was estimated on the grant date using the Black-Scholes option pricing model with the following weighted-average assumptions used:

Approximate risk‑free rate

Average expected life (years)

Average expected life (in years)

Dividend yield

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Estimated fair value of total stock options granted

When calculating the amount of annual compensation expense, the Company has elected not to estimate forfeitures and instead accounts for forfeitures as they occur.

Solid Power, Inc.

| 2023 Form 10-K | 61

A summary of option activity under the 2014 Plan and 2021 Plan for the years ended December 31, 2023 and 2022 is presented below:

A summary of option activity under the 2014 Plan and 2021 Plan for the year ended December 31, 2024 is presented below.

Weighted-average

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Outstanding at December 31, 2024

Outstanding at January 1, 2023

( 2,490,275 )

Forfeited or expired

( 4,420,770 )

Outstanding at December 31, 2023

Exercisable at December 31, 2023

Exercisable at December 31, 2024

Cash received from options exercised under the 2014 Plan for December 31, 2023 and 2022 was $ 220 and $ 818 , respectively.

Cash received from options exercised under the 2014 Plan and 2021 Plan during the years ended December 31, 2024 and 2023 was $ 273 and $ 220 , respectively.

The aggregate intrinsic value of exercisable options at December 31, 2024 was $ 9,427 .

The aggregate intrinsic value of exercised options at December 31, 2023 was $ 70,115 .

The aggregate intrinsic value of exercised options at December 31, 2024 and 2023 was $ 7,282 and $ 70,115 .

The aggregate intrinsic value of options outstanding at December 31, 2024 was $ 12,008 .

Restricted Stock Units

The following table summarizes non-vested RSUs at December 31, 2023 and the changes for the period ended December 31, 2023:

The following table summarizes unvested RSUs at December 31, 2024 and the changes for the year ended December 31, 2024.

Weighted-average

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Vested or Exercised

( 1,601,279 )

( 1,463,884 )

Balance at December 31, 2024

The vested RSUs had no intrinsic value as of December 31, 2023.

The unvested RSUs had no intrinsic value as of December 31, 2024.

Solid Power, Inc.

| 2024 Form 10-K | 60

Restricted Stock Grants to Non-employees

The following table summarizes unvested restricted stock grants to non-employees and the changes for the year ended December 31, 2024.

Weighted-average

Grant Date Fair Value

Balance at December 31, 2023

Balance at December 31, 2024

The ESPP originated with 3,778,000 shares of common stock available for issuance.

Beginning on January 1, 2022, the number of shares of common stock available for issuance under the ESPP shall increase by an amount equal to the lesser of (i) 3,778,000 shares of common stock (ii) one percent (1%) of the total number of shares of common stock outstanding on the last day of the immediately preceding fiscal year or (iii) a number of shares of common stock determined by the administrator no later than the last day of the immediately preceding fiscal year.

Beginning on January 1, 2022, the number of shares of common stock available for issuance under the ESPP shall increase annually by an amount equal to the lesser of (i) 3,778,000 shares of common stock (ii) one percent (1%) of the total number of shares of common stock outstanding on the last day of the immediately preceding fiscal year or (iii) a number of shares of common stock determined by the administrator no later than the last day of the immediately preceding fiscal year.

On January 1, 2022, the number of shares of common stock available for issuance under the ESPP increased by 1,685,579 shares of common stock.

As of December 31, 2023, 5,748,573 shares remained available for issuance.

As of December 31, 2023, the ESPP permitted the Company to issue up to 5,748,573 shares of common stock.

There were no increases to the number of shares of common stock available for issuance under the ESPP on January 1, 2023 or 2024.

As of December 31, 2024 and 2023, 4,788,691 and 5,176,355 shares remained available for issuance, respectively.

The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code.

Substantially all employees are eligible to participate and, through payroll deductions, can purchase shares on dates determined by the administrator.

However, with respect to the Section 423 Component, an employee may not be granted rights to purchase stock under the ESPP if the employee, immediately after the grant, would own (directly or through attribution) stock possessing 5 % or more of the

Solid Power, Inc.

| 2023 Form 10-K | 62

total combined voting power or value of all classes of the Company’s common stock.

However, with respect to the Section 423 Component (as defined in the ESPP), an employee may not be granted rights to purchase stock under the ESPP if the employee, immediately after the grant, would own (directly or through attribution) stock possessing 5 % or more of the total combined voting power or value of all classes of the Company’s common stock.

The purchase price per share sold pursuant to the ESPP will be the lower of (i) 85 % of the fair market value of common stock on the enrollment or (ii) 85 % of the fair market value on the exercise date.

Each offering period will span up to six months.

Purchases may be up to 15 % of qualified compensation, with an annual limit of $ 25,000 .

Purchases may be up to 15 % of qualified compensation, with an annual limit of $ 25 and a limit of 5,000 shares per employee per offering period.

Note 9 – Basic and Diluted Loss Per Share

The table below reconciles basic weighted average common shares outstanding to diluted weighted average shares outstanding for December 31, 2023 and 2022.

Basic loss per share is based on the weighted average number of common shares outstanding for the period.

Basic loss per share represents net loss attributable to common stock divided by the basic weighted average number of common shares outstanding during the period.

Diluted loss per share also includes the dilutive effect of additional potential common shares issuable from stock-based awards and are determined using the treasury stock method.

Diluted loss per share represents net loss divided by diluted weighted average number of common shares, which includes the average dilutive effect of all potentially dilutive securities that are outstanding during the period.

The unvested stock awards, warrants, and options are included in the number of shares outstanding for diluted earnings per share calculations, unless a net loss is reported, in which situation unvested stock awards, warrants, and options are excluded from the number of shares outstanding for diluted earnings per share calculations.

Years Ended December 31,

The table below sets forth the basic and diluted loss per share calculation for the years ended December 31, 2024 and 2023.

For the Years Ended December 31,

Net loss attributable to common stockholders

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Basic and diluted loss per share

Due to the net loss to common stockholders in 2023 and 2022 presented above, diluted loss per share was computed without consideration of potentially dilutive instruments as their inclusion would have been anti-dilutive.

As of December 31, 2023 and 2022, potentially dilutive securities excluded from the diluted earnings (loss) per share calculation are as follows (in shares):

Due to the net loss for the years ended December 31, 2024 and 2023, diluted loss per share was computed without consideration of potentially dilutive instruments as their inclusion would have been anti-dilutive.

The table below sets forth (in shares) potentially dilutive securities excluded from the diluted loss per share calculation.

2014 Plan & 2021 Plan - stock options

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ESPP - common stock

Contingently Issued Shares of Common Stock

Non-employee restricted stock grants - common stock

Total potentially dilutive securities

Note 10 – Leases

The Company leases its facilities and certain equipment.

Fixed rent generally escalates each year, and the Company is responsible for a portion of the landlords’ operating expenses such as property tax, insurance and common area maintenance.

The Company’s facility in Louisville, Colorado is under a noncancelable operating lease with a maturity date in September 2029.

In 2022, the Company amended the lease to incorporate a prior subleased space into the base lease and extend the term of the lease.

The Company has the right to renew this lease for an additional five-year period.

On September 1, 2021, the Company entered into an industrial operating lease agreement for its facility in Thornton, Colorado, with the initial term through March 31, 2029.

Under this operating lease, the Company has one option to renew for five years , which has been included in the calculation of lease liabilities and right-of-use assets at the adoption date of the lease accounting standard on January 1, 2022, as the exercise of the option was reasonably certain.

As the renewal rent has not been negotiated, the

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Company used an estimated rent rate which approximated the fair market rent at adoption of ASC 842 on January 1, 2022 for the extension period.

Note 10 – Leases

The Company leases its facilities and certain equipment.

Fixed rent escalates each year, and the Company is responsible for a portion of the landlords’ operating expenses such as property tax, insurance, and common area maintenance.

The Company’s facility in Louisville, Colorado (“SP1”) is under a noncancelable operating lease with a maturity date in December 2029.

In 2022, the Company amended this operating lease to incorporate a prior subleased space into the base lease and extend the term of the lease.

In 2024, the Company amended this operating lease to incorporate additional space and further extend the term of the lease.

The Company has the right to renew this operating lease for an additional five-year period.

On September 1, 2021, the Company entered into an industrial operating lease agreement for its facility in Thornton, Colorado, or SP2, with the initial term through March 31, 2029.

Under this operating lease, the Company has one option to renew for five years , which has been included in the calculation of lease liabilities and right-of-use assets as the exercise of the option was reasonably certain.

As the renewal rent has not been negotiated, the Company used an estimated rent rate which approximated the fair market rent at adoption of ASC 842 on January 1, 2022 for the extension period.

The Company has certain equipment leases classified as finance leases as of December 31, 2024.

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The components of lease expense are as follows:

December 31, 2023

December 31, 2022

For the Years Ended December 31,

Finance lease costs:

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The components of cash flow information related to leases are as follows:

December 31, 2023

December 31, 2022

For the Years Ended December 31,

Operating outgoing cash flows – finance leases

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Right-of-use assets obtained in exchange for new finance lease liabilities:

Right-of-use assets obtained in exchange for new operating lease liabilities:

Right-of-use assets obtained in exchange for new and modified operating lease liabilities:

December 31, 2024

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Weighted-average discount rate – operating leases

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As of December 31, 2024, future minimum payments during the next five years and thereafter are as follows:

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Total lease liabilities

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Note 11 – Related Party Transactions

During 2022, the Company amended our JDA with BMW to provide a research and development-only license to certain of the Company’s intellectual property relating to cell manufacturing.

The license allows, among other things, BMW to install a solid-

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state prototype cell manufacturing line based upon the Company’s proprietary information.

BMW of North America LLC

During 2022, the Company amended its joint development agreement (“JDA”) with BMW of North America LLC (“BMW”) to provide a research and development-only license to certain of the Company’s intellectual property relating to cell manufacturing.

The license allows, among other things, BMW to install a solid-state prototype cell manufacturing line based on the Company’s proprietary information.

The license is limited to BMW’s research and development activities and may not be used for commercial battery cell production.

We expect to negotiate a non-exclusive electrolyte supply agreement to supply BMW with our electrolyte material following commissioning of BMW’s prototype cell manufacturing line.

Before BMW’s installation of their cell manufacturing line, the Company and BMW have agreed to joint development and manufacturing activities at Solid Power’s facilities.

Any intellectual property developed jointly by the Company and BMW at the Company’s facilities will be solely owned by Solid Power.

During 2024, the Company further amended its JDA with BMW to extend the term of the JDA, revise the payment schedule, and revise certain deliverables and the timing to achieve various milestone and development targets and confirm cell performance requirements.

During 2024, BMW also purchased certain cell materials from the Company for approximately $ 132 .

Before BMW’s installation of its cell manufacturing line, the Company and BMW have agreed to joint development and manufacturing activities at the Company’s facilities.

Any intellectual property developed jointly by the Company and BMW at the Company’s facilities will be solely owned by the Company.

To the extent intellectual property is jointly conceived elsewhere, the Company and BMW will jointly own such intellectual property.

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Both parties will have the right to utilize the other party’s technical improvements for research and development purposes only.

Solid Power, with certain limitations, has the right to cause BMW to license BMW’s technical improvements to the Company for commercial purposes.

The Company, with certain limitations, has the right to cause BMW to license BMW’s technical improvements to the Company for commercial purposes.

BMW will pay the Company $ 20,000 between December 2022 and June 2025, subject to the Company achieving certain milestones.

For the year ended December 31, 2023, the Company recognized $ 12,700 of revenue from BMW and recorded $ 828 of deferred revenue related to cash paid from BMW in advance of services provided.

For the year ended December 31, 2024, the Company recognized $ 5,410 of revenue from BMW.

For the year ended December 31, 2023, the Company recognized $ 12,700 of revenue from BMW and recorded $ 828 of deferred revenue related to cash paid from BMW in advance of services provided.

Ford Motor Company

During 2024, the Company amended its JDA with Ford Motor Company (“Ford”) to extend the term of the JDA and revise certain deliverables and the schedule for delivery to Ford during the term of the JDA.

Dahae Energy Co., Ltd.

During 2024, the Company entered into a series of transactions with Dahae, a strategic partner in the Republic of Korea.

Dahae provides process engineering support for the Company’s pilot cell lines and is serving as the installer for installation of a pilot cell manufacturing line at SK On Co., Ltd.’s facility.

The transactions included an equity interest, extinguishment of an existing promissory note, bond (the “Bond”) with detachable warrants (the “Detachable Warrants”) and a bifurcated embedded derivative (the “Derivative”), restricted stock grants for non-employees, and a term loan facility.

During 2024, the Company incurred $ 9,342 of cost related to services provided by Dahae.

The Company acquired a 20 % equity interest in Dahae for $ 656 (including $ 256 of transaction costs) and recorded the investment using the equity method of accounting.

See Note 2 – Significant Accounting Policies for more information.

The Company extinguished an existing promissory note from Dahae in exchange the Bond with the Detachable Warrants and the Derivative.

At the time of extinguishment, the Company recognized a loss of $ 760 for the difference between the promissory note balance prior to extinguishment and the fair value of the instruments and rights received.

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The Bond has an explicit interest rate of 3 %, maturity date of April 26, 2034, and par value of $ 4,448 .

On October 21, 2024, the fair value of the Bond was $ 2,497 and the Derivative was recorded at a fair value upon acquisition of $ 584 .

As of December 31, 2024, the Bond had an unamortized discount of $ 1,927 .

The change in value of the Derivative between October 21, 2024 and December 31, 2024, was immaterial.

The Bond and the Derivative are recorded in Loan receivable from equity method investee in the Consolidated Balance Sheets.

The Company recorded the Detachable Warrants within Investments in the Consolidated Balance Sheets at a fair value upon acquisition of $ 607 .

The Detachable Warrants are fully detachable from the Bond and can be exercised for shares of Dahae’s common stock.

If the Company were to exercise the Detachable Warrants in full, the Company would own 40 % of the then outstanding shares of common stock of Dahae.

As of December 31, 2024, there were no impairments or downward or upward adjustments to Detachable Warrants since acquisition.

The Company granted 298,508 shares of restricted stock grants to non-employees.

The restricted stock grants are subject to redemption at fair value once all shares are fully vested and any financing provided by the Company to Dahae has been repaid.

As the restricted stock grants are contingently redeemable at fair value, the restricted stock grants are recorded within Mezzanine Equity in the Consolidated Balance Sheets.

To adjust these grants to redemption amounts at each reporting period, the Company remeasures the grants to their redemption value based on the price of the Company’s common stock, with a corresponding entry to the Company’s retained earnings.

The remeasurement for the year ending December 31, 2024 was $ 12 .

See Note 8 – Stock-Based Compensation for more information.

The Company entered into a term loan facility with Dahae.

Dahae drew upon the facility on November 3, 2024, with a principal balance of $ 1,161 issued at par, explicit interest rate of 3 %, and maturity date of October 21, 2034.

The loan is recorded in Loan receivable from equity method investee in the Consolidated Balance Sheets.

All financing agreements between the Company and Dahae are collateralized by Dahae’s assets and a minority equity interest in Dahae.

The Company has committed to provide up to $ 2,000 of additional financing to Dahae.

The table below presents the summarized transactions recorded in the Consolidated Balance Sheets related to the Company’s equity method investment for the periods presented.

Equity method investment (b)

Mezzanine equity

(a) Includes the $ 584 fair value upon acquisition of the Derivative.

(b) Reflects the Company’s $ 656 investment (including $ 256 of transaction costs), less the Company’s share of Dahae’s loss of $ 111 and a currency translation adjustment of $ 25 related to the conversion from South Korean Won to U.S.

The Company’s share of Dahae’s loss is recorded within Share of net loss of equity method investee and the currency translation adjustment is recorded within Other Comprehensive Income in the Consolidated Statements of Operations and Comprehensive Loss.

The table below presents the summarized transactions recorded in the Consolidated Statements of Operations and Comprehensive Loss related to the Company’s equity method investment for the years ended December 31, 2024, and 2023, respectively.

For the Years Ended December 31,

Interest income

Share of net loss of equity method investee

Other comprehensive income

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Note 12 – Retirement Plans

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Note 13 – Income Taxes

The Company provides deferred U.S.

federal, state, or foreign income tax benefits for periods presented.

The Company has also provided a valuation allowance on the net deferred tax asset because of uncertainty regarding realizability.

Realization of deferred tax assets is dependent on generating sufficient taxable income prior to the expiration of loss carryforwards.

Deferred tax assets and liabilities arise primarily from net operating loss carryforwards and temporary differences arising from the amortization of intangible assets, depreciation on property and equipment, and various accrued liabilities.

Income taxes included in the Consolidated Statements of Operations for the years ended December 31, 2023 and 2022 are detailed below:

Income taxes included in the Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2024 and 2023 are detailed below.

For the Years Ended December 31,

Current income tax (benefit) expense:

Deferred income tax (benefit) expense:

Total income tax (benefit) expense

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Current income tax expense

Deferred income tax expense

Total income tax expense

The tables below represent a reconciliation of the statutory federal income tax expense to income tax.

Income tax expense at the federal statutory rate

Income tax benefit at the federal statutory rate

State income taxes - net of federal income tax benefits

Foreign withholding taxes

Global tax rate differential

Permanent differences

Permanent Differences – Fair Value Adjustments– Warrant Liability

Permanent Differences – Fair Value Adjustments– Marketable Securities

Prior year provision to return

Net change in valuation allowance

Research and development

Total income tax (benefit)

Total income tax expense

For the years ended December 31, 2024 and 2023, the effective tax rate was approximately ( 1.26 )% and 0.00 %, respectively.

Differences between the statutory rate and the Company’s effective tax rate resulted from changes in valuation allowance and permanent differences for tax purposes in the treatment of certain nondeductible expenses.

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The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and liabilities are presented below.

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ROU lease liability

MTM Market Equities

Total income tax expense (benefit)

Available-for-sale securities

Total deferred tax asset

Valuation allowance

2 unchanged sentences

Intangibles (non-goodwill)

Property and equipment

Property, plant and equipment

Total deferred tax liabilities

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The valuation allowance increased by $ 20,635 in 2024.

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At December 31, 2023 and 2022, the Company had total domestic Federal net operating loss carryovers of approximately $ 129,729 and $ 73,367 , respectively.

At December 31, 2024 and 2023, the Company had total U.S.

federal net operating loss carryovers of approximately $ 130,333 and $ 129,729 , respectively.

Federal net operating losses generated on or prior to December 31, 2017 expire in 2037.

2 unchanged sentences

The majority of the state net operating losses have an indefinite carryforward.

Accounting for uncertainty in income taxes is based on a recognition threshold and measurement attribute for the Consolidated Financial Statements recognition and measurement of a tax position taken or expected to be taken in a tax return.

The Company recognizes in its Consolidated Financial Statements only those tax positions that are more-likely-than-not to be sustained as of the adoption date, based on the technical merits of the position.

Each year the Company performs a comprehensive review of its material tax positions.

The Company’s policy is to recognize interest and penalties related to uncertain tax benefits in income tax expense.

As the Company had no uncertain tax benefits before the year ending December 31, 2023, there is no accrual of interest or penalties related to uncertain tax positions.

The following table summarizes the Company’s unrecognized tax benefits.

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Balance, end of year

Included in the balance of unrecognized tax benefits at December 31, 2023 are potential benefits of $ 1,186 that if recognized would affect the effective tax rate.

The 2019 through 2023 tax years remain open to examination by the Internal Revenue Service and, with few exceptions, various other state tax agencies.

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Note 14 – Contingencies

In the normal course of business, the Company may be party to litigation from time to time.

The Company may be party to litigation from time to time in the normal course of business.

The Company maintains insurance to cover certain actions and believes that resolution of such litigation will not have a material adverse effect on the Company.

Note 15 – Subsequent Events

Agreements with SK On

On January 10, 2024, the Company entered into several agreements with SK On to include the R&D License Agreement, the Electrolyte Supply Agreement, and the Line Installation Agreement.

The R&D License Agreement granted SK On a research and development license of the Company’s intellectual property related to cell designs and manufacturing processes allowing for the installation and operation of the SK On Line.

The license may not be used for commercial battery cell production under the current terms of this agreement.

In consideration of the license and the other obligations of the parties in this agreement, SK On will pay the Company $ 20,000 between June 2024 and July 2027, subject to the Company achieving certain milestones.

Under the Electrolyte Supply Agreement, SK On has agreed to purchase the Company’s electrolyte for use on the SK On Line.

SK On will initially purchase electrolyte to validate the new pilot line.

After validation, SK On is required to purchase at least

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eight metric tons of electrolyte from the Company by December 31, 2028.

The Company expects to receive at least $ 10,000 in revenue from these electrolyte sales.

The Line Installation Agreement provides that the Company will, or will cause a subcontractor to, design, procure, and install the SK On Line in exchange for approximately $ 22,300 to be paid in three installments.

The new line will be modeled after the Company’s pilot cell production line in Colorado, which is capable of producing cells between 60 and 100 Ah, and will produce EV cells utilizing the Company’s electrolyte technology.

Construction of the line will begin in 2024 and is expected to be complete in 2025.

Stock Repurchase Program

On January 23, 2024, the Company announced that its Board of Directors approved a stock repurchase program authorizing the Company to purchase up to $ 50,000 of the Company’s outstanding common stock.

Under the repurchase program, the Company may purchase shares of its common stock from time to time until the repurchase program expires on December 31, 2025.

On December 3, 2024, two purported stockholders filed a putative class action against the former officers and directors of Decarbonization Plus Acquisition Corporation III (“DCRC”), including Erik Anderson;

Riverstone Holdings, LLC;

and related sponsors and entities (the “Hamilton Defendants”) in the Court of Chancery of the State of Delaware (Hamilton et al.

Anderson et al., C.A.

2024-1241-JTL).

The lawsuit alleges breach of fiduciary duties and unjust enrichment arising from the merger of Solid Power Operating, Inc.

with a subsidiary of DCRC and seeks to recover unspecified damages and equitable relief.

None of the Company, its subsidiaries, or its current officers or directors, except Mr.

Anderson, is named as a defendant.

The Hamilton Defendants have demanded indemnification and advancement of defense costs from the Company.

Accordingly, it is reasonably possible that the Company could be liable for the legal fees, defense costs, judgments, and/or settlement fees incurred by certain of the Hamilton Defendants.

The proceedings are subject to uncertainties inherent in the litigation process, and the Company cannot currently estimate a reasonably possible loss.

Note 15 - Segment Disclosure

The Company receives both government and collaborative revenue and receives revenue from U.S.

and the Republic of Korea.

The Company determined geographic area based on the country to which its legal entity is incorporated.

The Company received revenue from certain customers that each accounted for more than 10% of the Company’s total gross revenue for the years ended December 31, 2024, and 2023.

The table below sets forth revenue by type, customer, and geographic area for the years ended December 31, 2024, and 2023.

For the Years Ended December 31,

Type of Revenue

Geographic Area

Total government

Collaborative

Republic of Korea

Collaborative

Total collaborative

Total revenue

Note 16 – Subsequent Events

On January 21, 2025, Solid Power Operating, Inc.

Department of Energy (“DOE”) entered into an assistance agreement with an effective date of January 1, 2025 (the “Assistance Agreement”).

The Assistance Agreement provides that DOE will provide the Company with funding of up to $ 50,000 for the Company’s installation of equipment necessary for the continuous production of sulfide-based solid electrolyte material.

The Company’s cost share obligation under the Assistance Agreement is $ 60,000 .

The Company is subject to certain reporting requirements and compliance obligations under the Assistance Agreement.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data