QuantumScape Corp

Previous wording

We are a development-stage company with no revenue to date, have incurred a net loss from operations of approximately $123.6 million and $247.2 million, for the three and six months ended June 30, 2025, respectively, and an accumulated deficit of approximately $3.6 billion from our inception through June 30, 2025. We expect to incur significant expenses and continuing losses for the foreseeable future.

Current wording

We are a development-stage company with no revenue to date, have incurred a net loss from operations of approximately $115.0 million and $362.2 million, for the three and nine months ended September 30, 2025, respectively, and an accumulated deficit of approximately $3.7 billion from our inception through September 30, 2025. We expect to incur significant expenses and continuing losses for the foreseeable future.

Previous wording

We have demonstrated capabilities of our solid-state separator and battery technology in single-layer and multilayer cell cycling data, and in 2022, shipped our first A0 prototype battery cells to multiple OEMs for testing. Following that shipment, we continued focusing our research and development on subsequent generations of prototype samples incorporating advances in cell functionality, process and reliability, as well as bringing online our pilot line in San Jose, California. In 2023, we announced our first targeted commercial product, the QSE-5, a cell with a capacity of approximately 5 amp-hours. In 2024, we began producing low volumes of our first B-sample cells, and we began shipping these cells for automotive customer testing. These are B-samples of QuantumScape’s first product, QSE-5, with an energy density of over 800 Wh/L and <15 minute 10% to 80% fast-charging capability.

Current wording

We have demonstrated capabilities of our solid-state separator and battery technology in single-layer and multilayer cell cycling data, and in 2022, shipped our first A0 prototype battery cells to multiple OEMs for testing. Following that shipment, we continued focusing our research and development on subsequent generations of prototype samples incorporating advances in cell functionality, process and reliability, as well as bringing online our pilot line in San Jose, California. In 2023, we announced our first targeted commercial product, the QSE-5, a cell with a capacity of approximately 5 amp-hours. In 2024, we began producing low volumes of our first B-sample cells, and we began shipping these cells for automotive customer testing. These are B-samples of our first product, QSE-5, with an energy density of over 800 Wh/L and <15 minute 10% to 80% fast-charging capability. In September 2025, we and PowerCo SE made the first live demonstration of our solid-state lithium metal batteries powering an electric vehicle; the technology was showcased in a Ducati motorcycle equipped with QSE-5 battery cells at the IAA Munich.

Previous wording

Continued improvement of the cathode. Our cathodes use a conventional cathode active material such as NMC mixed with a catholyte. We plan to benefit from industry cathode chemistry improvements and/or cost reduction, which in the future may include use of other cathode active materials, including cobalt-free compositions (e.g., LFP), as well as cathode processing advances such as dry electrode processing. Over the years, we have developed catholytes made of differing mixtures of organic liquid electrolyte in an effort to optimize performance across multiple metrics such as voltage, temperature, power, and safety, among others. We have tested solid, gel and liquid catholytes in our cells. The solid catholyte is part of our ongoing research and development investigation into inorganic catholytes. Our solid-state cathode platform is being designed to enable high rates of charge and discharge for even thicker cathode electrodes, which, when combined with a lithium-metal anode, may further increase cell energy densities.

Current wording

Continued improvement of the cathode. Our cathodes use a conventional cathode active material such as NMC mixed with a catholyte. We plan to benefit from industry cathode chemistry improvements and/or cost reduction, which in the future may include use of other cathode active materials, including cobalt-free compositions (e.g., LFP), as well as cathode processing advances such as dry electrode processing. Over the years, we have developed catholytes made of differing mixtures of organic liquid electrolyte in an effort to optimize performance across multiple metrics such as voltage, temperature, power, and safety, among others. We have tested solid, gel and liquid catholytes in our cells. The solid catholyte is part of our ongoing research and development investigation into inorganic catholytes. Our solid-state cathode platform is being designed to enable higher rates of charge and discharge for even thicker cathode electrodes, which, when combined with a lithium-metal anode, may further increase cell energy densities.

Previous wording

Continued improvement in quality, consistency and reliability. We are working to improve the quality and uniformity of our cells, including our separators, to further improve, among other things, the cycling behavior, power, operating conditions, and reliability of our cells. For some of our early-generation processes, we used methods of continuous processing found at scale in both the battery and ceramic industries and we are working on continuous improvement of these processes, including better quality, consistency, and higher throughput through automation and process control (including specification tightening and adding or improving inspection points along the manufacturing process flow), quality of material inputs, and particle reduction across our process. We are also developing subsequent methods not typically used in ceramics that offer significant potential cost savings.

Current wording

Continued improvement in quality, consistency and reliability. We are working to improve the quality and uniformity of our cells, including our separators, to further improve, among other things, the cycling behavior, power, operating conditions, and reliability of our cells. For some of our early-generation processes, we used methods of continuous processing found at scale in both the battery and ceramic industries and we are working on continuous improvement of these processes, including better quality, consistency, and higher throughput through automation and process control (including specification tightening and adding or improving inspection points along the production process flow), quality of material inputs, and particle reduction across our process. We are also developing subsequent methods not typically used in ceramics that offer significant potential cost savings.

Previous wording

Continued improvement in throughput. Increasing the volume of separator production results in the increased quantities to support internal development, prototype sampling to prospective customers, our prospective launch program, supply chain development, and technology transfer activities. We continue to invest and deploy resources to automate our manufacturing process, including purchasing higher throughput manufacturing equipment, to improve the efficiency and efficacy of our manufacturing processes and to achieve higher battery cell output.

Current wording

Continued improvement in throughput. Increasing the volume of separator production results in the increased quantities to support internal development, prototype sampling to prospective customers, our prospective launch program, supply chain development, and technology transfer activities. We continue to invest and deploy resources to automate our production process, including purchasing higher throughput equipment, to improve the efficiency and efficacy of our production processes and to achieve higher battery cell output.

Previous wording

Cell design. We have demonstrated capabilities of our solid-state separator and battery technology in single-layer and multilayer solid-state cells in commercially relevant areas (ranging from approximately 60x75mm to 70x85mm). In order to advance the maturity of our prototype cells and produce commercially viable solid-state battery cells, we must produce battery cells that achieve target cell design and capacities set by our customers and we may have to vary cell layer count and dimensions; while we target our first commercial product, the QSE-5, to have approximately 5 amp-hours of capacity, the exact number of layers and dimensions will vary and depend upon customer specifications, cell design considerations, and other factors. We will need to overcome production challenges to produce sufficient volumes of our separators and prototype battery cells to complete development of our first commercial product and for customer evaluation and product qualification purposes, as well as subsequent cell designs that may require different capacity, layer counts and dimensions.

Current wording

Cell design. We have demonstrated capabilities of our solid-state separator and battery technology in single-layer and multilayer solid-state cells in commercially relevant areas (ranging from approximately 60x75mm to 70x85mm). In order to advance the maturity of our prototype cells and produce commercially viable solid-state battery cells, we must produce battery cells that achieve target cell design and capacities set by our customers and we may have to vary cell layer count, dimensions, and packaging; while we target our first commercial product, the QSE-5, to have approximately 5 amp-hours of capacity, the exact number of layers and dimensions will vary and depend upon customer specifications, cell design considerations, and other factors. We will need to overcome production challenges to produce sufficient volumes of our separators and prototype battery cells to complete development of our first commercial product and for customer evaluation and product qualification purposes, as well as subsequent cell designs that may require different capacity, layer counts, dimensions, and packaging.

Previous wording

Our architecture depends on our proprietary solid-state ceramic separator. Though our separator’s design is unique, our early-generation process relied on established or similar high-volume production processes already deployed in other industries. We are developing subsequent, proprietary higher-volume separator manufacturing processes that seek to further reduce cost, increase throughput, and improve quality.

Current wording

Our architecture depends on our proprietary solid-state ceramic separator. Though our separator’s design is unique, our early-generation process relied on established or similar high-volume production processes already deployed in other industries. We, and together with our partners, are developing subsequent, proprietary higher-volume separator production processes that seek to further reduce cost, increase throughput, and improve quality.

Previous wording

We are focused on the throughput and capability of our pilot line in San Jose, California. As part of the continued expansion of our throughput we are automating our manufacturing process and purchasing higher throughput battery-cell manufacturing equipment.

Current wording

We are focused on the throughput and capability of our pilot line in San Jose, California. As part of the continued expansion of our throughput we are automating our production process and purchasing higher throughput battery-cell production equipment.

Previous wording

Our pilot line is intended to serve four purposes. First, to provide a sufficient quantity of separators and cells for internal development and customer sampling. Second, to provide the basis for continued manufacturing process development and to help inform equipment selection and specifications for future manufacturing activities by us or our partners. Third, we target the initial production of QSE-5 cells from the pilot line. Fourth, to support collaboration and future technology transfer activities as part of the collaboration and licensing arrangements with PowerCo as well as potential future commercial arrangements. Delays in the successful buildout of our pilot line may impact both our development and future scale-up timelines.

Current wording

Our pilot line is intended to serve four purposes. First, to provide a sufficient quantity of separators and cells for internal development and customer sampling. Second, to provide the basis for continued production process development and to help inform equipment selection and specifications for future production activities by us or our partners. Third, we target the initial production of QSE-5 cells from the pilot line. Fourth, to support collaboration and future technology transfer activities as part of the collaboration and licensing arrangements with PowerCo as well as potential future commercial arrangements. Delays in the successful buildout of our pilot line may impact both our development and future scale-up timelines.

Previous wording

We will need to achieve significant cost savings in battery design and manufacturing, in addition to the cost savings associated with the elimination of an anode from our solid-state battery cells as manufactured, while controlling costs associated with the manufacture of our separator, including achieving substantial improvements in quality, consistency, reliability, throughput and safety required to hit commercial targets. Further, we will need to capture industry cost savings in the materials, components, equipment, facilities design, and processes for products we develop, notably in the cathode and cell design. As we advance our licensing business model, we anticipate our partners will need to achieve similar cost savings in battery design and manufacturing, and capture industry cost savings.

Current wording

We will need to achieve significant cost savings in battery design and production, in addition to the cost savings associated with the elimination of an anode from our solid-state battery cells as manufactured, while controlling costs associated with the manufacture of our separator, including achieving substantial improvements in quality, consistency, reliability, throughput and safety required to hit commercial targets. Further, we will need to capture industry cost savings in the materials, components, equipment, facilities design, and processes for products we develop, notably in the cathode and cell design. As we advance our licensing business model, we anticipate our partners will need to achieve similar cost savings in battery design and production, and capture industry cost savings.

Previous wording

We have demonstrated capabilities of our solid-state separator and battery technology in single-layer and multilayer solid-state cells in commercially relevant areas (ranging from approximately 60x75mm to 70x85mm). We will work to continue improving quality, consistency, reliability, throughput, and safety and optimize all components of the cell. We will continue to work to further develop our manufacturing processes to enable increasing volumes of prototype shipments and, through successful technology transfer, high volume manufacturing by our licensing partners.

Current wording

We have demonstrated capabilities of our solid-state separator and battery technology in single-layer and multilayer solid-state cells in commercially relevant areas (ranging from approximately 60x75mm to 70x85mm). We will work to continue improving quality, consistency, reliability, throughput, and safety and optimize all components of the cell. We will continue to work to further develop our production processes to enable increasing volumes of prototype shipments and, through successful technology transfer, high volume manufacturing by our licensing partners.

Previous wording

In July 2024, we entered into the PowerCo Collaboration Agreement with the goal of industrializing the solid-state lithium-metal battery technology we intend to use in our first planned product—the QSE-5. PowerCo was formed by Volkswagen in 2022 as a company intended to consolidate Volkswagen’s activities in the development and production of battery cells. In connection with the PowerCo Collaboration Agreement and subject to the completion of certain milestones, we and PowerCo intend to enter into the PowerCo IP License Agreement under which we will grant PowerCo a non-exclusive, limited, royalty-bearing license to use the QSE-5 Technology for the purpose of manufacturing and selling batteries primarily for automotive applications, and PowerCo will pre-pay an initial royalty fee of $130 million, against which any future royalties due will be credited. The initial royalty is subject to a time-based diminishing clawback if the PowerCo IP License Agreement is terminated early by PowerCo under certain conditions. The PowerCo Collaboration Agreement supersedes the JVA, which was terminated concurrently. As compared to a joint venture arrangement of similar output volumes, we expect the licensing arrangement to result in less revenue, as well as lower costs and capital requirements.

Current wording

In July 2024, we entered into the PowerCo Collaboration Agreement with the goal of industrializing the solid-state lithium-metal battery technology we intend to use in our first planned product—the QSE-5. PowerCo was formed by Volkswagen in 2022 as a company intended to consolidate Volkswagen’s activities in the development and production of battery cells. In connection with the PowerCo Collaboration Agreement and subject to the completion of certain milestones, we and PowerCo intend to enter into the PowerCo IP License Agreement under which we will grant PowerCo a non-exclusive, limited, royalty-bearing license to use the QSE-5 technology for the purpose of manufacturing and selling batteries primarily for automotive applications, and PowerCo will pre-pay an initial royalty fee of $130 million, against which any future royalties due will be credited. The initial royalty is subject to a time-based diminishing clawback if the PowerCo IP License Agreement is terminated early by PowerCo under certain conditions. The PowerCo Collaboration Agreement supersedes the JVA, which was terminated concurrently. As compared to a joint venture arrangement of similar output volumes, we expect the licensing arrangement to result in less revenue, as well as lower costs and capital requirements. In July 2025, we entered into an amendment and restatement of the PowerCo Collaboration Agreement and entered into a statement of work outlining the scope and responsibilities of the joint scale-up team working at our battery development pilot line in San Jose, California for the development, validation, demonstration, and initial commercialization of battery cells based on the QSE-5 technology and toward the transfer of QSE-5 technology into cell size determined by PowerCo (the “Project”). PowerCo has agreed to contribute up to $130.7 million for the Project over the next two years, subject to the completion of certain milestones by the joint scale-up team.

Previous wording

In addition to the signed agreement with PowerCo with the goal of commercializing our battery technology, we intend to continue working closely with automotive OEMs to make our solid-state battery cells widely available over time. We have also signed customer sampling agreements with a number of OEMs, ranging from leading manufacturers by global revenue to premium performance and luxury carmakers, to collaborate with us in the testing and validating of our solid-state battery cells with the goal to include such cells into pre-production prototype vehicles and ultimately into serial production vehicles. We are currently focused on automotive EV applications, which have among the most stringent sets of requirements for batteries. Meanwhile, our solid-state battery technology has applicability in other large and growing markets including stationary storage, consumer electronics, data centers, robotics, defense, and aviation and we intend to explore opportunities in those areas as appropriate.

Current wording

In addition to the signed agreements with PowerCo with the goal of commercializing our battery technology, we intend to continue working closely with automotive OEMs to make our solid-state battery cells widely available over time. We have also signed agreements, including customer sampling and joint development agreements, with a number of OEMs, ranging from leading manufacturers by global revenue to premium performance and luxury carmakers, to collaborate with us in the testing and validating of our solid-state battery cells with the goal to include such cells into pre-production prototype vehicles and ultimately into serial production vehicles. We are currently focused on automotive EV applications, which have among the most stringent sets of requirements for batteries. Meanwhile, our solid-state battery technology has applicability in other large and growing markets including stationary storage, consumer electronics, data centers, robotics, defense, and aviation and we intend to explore opportunities in those areas as appropriate.

Previous wording

We believe that our technology enables a variety of business models and presents opportunities with a variety of potential customers, such as automotive OEMs, end-users, and licensees, as applicable. In addition to the collaboration with PowerCo, which contemplates a licensing arrangement, we may operate solely-owned manufacturing facilities, license technology to other manufacturers, or enter into joint venture arrangements, among other approaches. We intend to continue to invest in research and development to improve battery cell performance, improve manufacturing processes, and reduce cost.

Current wording

We believe that our technology enables a variety of business models and presents opportunities with a variety of potential customers, such as automotive OEMs, end-users, and licensees, as applicable. In addition to the collaboration with PowerCo, which contemplates a licensing arrangement, we may operate solely-owned manufacturing facilities, license technology to other manufacturers, or enter into joint venture arrangements, among other approaches. We intend to continue to invest in research and development to improve battery cell performance, improve production processes, and reduce cost.

Previous wording

Changes to our technology development, operating costs and scale-up, including our ability to meet the milestones to enable the entry into the PowerCo IP License Agreement and related receipt of the initial royalty fee from PowerCo, could materially impact us and the availability of our capital resources. We may also need additional cash resources due to changed business conditions or other developments, including unanticipated delays in negotiations with automotive OEMs and tier-one automotive suppliers or other suppliers, supply chain challenges, competitive pressures, inflation, instability in global economic markets, increased trade tariffs, and regulatory developments, among others. To the extent that our current resources are insufficient to satisfy our cash requirements, we may need to seek additional equity or debt financing. If such financing is not available, or if the financing terms are onerous given the high-interest rate environment or less desirable than we expect, we may be forced to decrease our level of investment in product development or scale back our operations, which could have an adverse impact on our business and financial prospects.

Current wording

Based on our current business plan, we believe that our cash resources will last through 2029. However, changes to our technology development, operating costs and scale-up, including our ability to meet the milestones for entry into the PowerCo IP License Agreement, receipt of the related initial royalty fee from PowerCo, and achievement of the Project milestones for receipt of Project contributions from PowerCo, could materially impact us and the availability of our capital resources. We may also need additional cash resources due to changed business conditions or other developments, including unanticipated delays in negotiations with automotive OEMs and tier-one automotive suppliers or other suppliers, supply chain challenges, competitive pressures, inflation, instability in global economic markets, increased trade tariffs, and regulatory developments, among others. To the extent that our current resources are insufficient to satisfy our cash requirements, we may need to seek additional equity or debt financing. If such financing is not available, or if the financing terms are onerous given the high-interest rate environment or less desirable than we expect, we may be forced to decrease our level of investment in product development or scale back our operations, which could have an adverse impact on our business and financial prospects.

Previous wording

Based on our current business plan, we believe that our cash resources will last into 2029. In July 2022, we filed a shelf registration statement on Form S-3 with the SEC (File No. 333-266419) (the “Form S-3”), which the SEC declared effective in August 2022, for the offer and sale of Class A Common Stock, preferred stock, depositary shares, debt securities, warrants, subscription rights, purchase contracts and units in one or more offerings and in any combination for an aggregate offering price of up to $1 billion. In February 2023, we filed a prospectus supplement to the Form S-3 for the issuance and sale of our Class A Common Stock from time to time for an aggregate offering price of up to $400 million (the “ATM offering”). During the year ended December 31, 2024, 24.9 million shares of our Class A Common Stock were sold pursuant to the ATM offering for aggregate proceeds of approximately $128.5 million, net of issuance costs paid. No shares of the Company’s Class A Common Stock were sold pursuant to the ATM offering during the three months ended June 30, 2025. During the six months ended June 30, 2025, 0.2 million shares of our Class A Common Stock were sold pursuant to the ATM offering for aggregate proceeds of approximately $0.9 million, net of issuance costs including immaterial commission fees to the sales agents. If immediately prior to the expiration of the Form S-3 the aggregate gross sales price of shares sold in the ATM offering is less than the maximum amount permissible thereunder, we would be required to file a new registration statement with the SEC.

Current wording

In February 2023, we filed a prospectus supplement to a shelf registration statement on Form S-3 (the “Form S-3”) for the issuance and sale of our Class A Common Stock from time to time for an aggregate offering price of up to $400 million (the “ATM offering”). During the year ended December 31, 2024, 24.9 million shares of our Class A Common Stock were sold pursuant to the ATM offering for aggregate proceeds of approximately $128.5 million, net of issuance costs paid. During the three and nine months ended September 30, 2025, 29.3 million and 29.5 million shares of Class A Common Stock were sold pursuant to the ATM offering for aggregate proceeds of approximately $263.3 million and $264.2 million, respectively, net of issuance costs including the commission fees to the sales agents of approximately $4.0 million for the three and nine months ended September 30, 2025, completing our ATM offering. The Form S-3 expired in August 2025.

Previous wording

Comparison of the Three and Six Months Ended June 30, 2025 to the Three and Six Months Ended June 30, 2024

Current wording

Comparison of the Three and Nine Months Ended September 30, 2025 to the Three and Nine Months Ended September 30, 2024

Previous wording

The increase in research and development expense in the three months ended June 30, 2025 compared to the three months ended June 30, 2024 primarily resulted from an increase of $13.7 million related to the write-off of fixed assets, and an increase of $6.5 million related to depreciation and amortization, offset by a non-cash stock-based compensation expense decrease of $11.0 million primarily due to full amortization of awards, forfeitures and lower headcount, a decrease of $5.2 million in personnel costs, and a decrease of $1.6 million in materials costs.

Current wording

The decrease in research and development expense in the three months ended September 30, 2025 compared to the three months ended September 30, 2024 primarily resulted from a non-cash stock-based compensation expense decrease of $6.8 million primarily due to full amortization of awards, forfeitures and lower headcount, a decrease of $5.1 million in personnel costs and a decrease of $2.2 million in materials costs, offset by an increase of $9.2 million related to the write-off of fixed assets no longer in use, including the leasehold improvements associated with the lease termination.

Previous wording

The increase in research and development expense in the six months ended June 30, 2025 compared to the six months ended June 30, 2024 primarily resulted from an increase of $13.7 million related to the write-off of fixed assets, an increase of $12.8 million related to depreciation and amortization, and an increase of $2.2 million in expensed equipment, offset by a non-cash stock-based compensation expense decrease of $5.9 million primarily due to full amortization of awards, forfeitures and lower headcount, a decrease of $5.9 million in personnel costs, and a decrease of $1.9 million in materials costs.

Current wording

The increase in research and development expense in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 primarily resulted from an increase of $22.9 million related to the write-off of fixed assets no longer in use, including the leasehold improvements associated with the lease termination, an increase of $12.2 million related to depreciation and amortization, and an increase of $3.6 million in expensed equipment, offset by a non-cash stock-based compensation expense decrease of $12.7 million primarily due to full amortization of awards, forfeitures and lower headcount, a decrease of $11.0 million in personnel costs, a decrease of $4.1 million in materials costs, and a decrease of $1.1 million in outside services costs.

Previous wording

The decrease in general and administrative expenses in the three months ended June 30, 2025 compared to the three months ended June 30, 2024 primarily resulted from a non-cash stock-based compensation expense decrease of $10.6 million primarily due to full amortization of awards, forfeitures and lower headcount, and a decrease of $3.8 million in charges related to legal matters, professional fees, outside services and office administration.

Current wording

The decrease in general and administrative expenses in the three months ended September 30, 2025 compared to the three months ended September 30, 2024 primarily resulted from a non-cash stock-based compensation expense decrease of $7.4 million primarily due to full amortization of awards, forfeitures and lower headcount, and a decrease of $2.6 million in charges related to legal matters, professional fees, and office administration.

Previous wording

The decrease in general and administrative expenses in the six months ended June 30, 2025 compared to the six months ended June 30, 2024 primarily resulted from a decrease of $24.5 million due to the net expense in the six months ended June 30, 2024 associated with the settlement of the class action lawsuits that were filed beginning January 2021, a decrease of $16.3 million in charges related to other legal matters, professional fees, outside services and office administration, primarily offset by a non-cash stock-based compensation expense increase of $5.7 million primarily due to the net impact of reversal of previously recognized expense of $16.0 million for the EPA awards forfeited in the six months ended June 30, 2024 where the requisite service period had not been completed at the time of forfeiture, offset by the decrease resulted from full amortization of awards, forfeitures and lower headcount.

Current wording

The decrease in general and administrative expenses in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 primarily resulted from a decrease of $24.5 million due to the net expense in the nine months ended September 30, 2024 associated with the settlement of the class action lawsuits that were filed beginning January 2021, a decrease of $18.6 million in charges related to other legal matters, professional fees, and office administration, and a non-cash stock-based compensation expense decrease of $1.7 million primarily due to full amortization of awards, forfeitures and lower headcount.

Previous wording

The decrease in interest income during the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024 was mainly due to the decrease in interest rates.

Current wording

The decrease in interest income during the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 was mainly due to the decrease in interest rates.

Previous wording

Other income (expense) for the three and six months ended June 30, 2025 and the three and six months ended June 30, 2024, respectively, are not material individually or in aggregate.

Current wording

Other income (expense) for the three and nine months ended September 30, 2025 and the three and nine months ended September 30, 2024, respectively, are not material individually or in aggregate.

Previous wording

As of June 30, 2025 and December 31, 2024, our principal sources of liquidity were our cash and cash equivalents and marketable securities in the amount of approximately $797.5 million and $910.8 million, respectively. Our cash equivalents are invested in U.S. money market funds, U.S. Treasury bonds and commercial paper. Our marketable securities are invested in U.S. Treasury notes and bonds, commercial paper, and corporate notes and bonds.

Current wording

As of September 30, 2025 and December 31, 2024, our principal sources of liquidity were our cash and cash equivalents and marketable securities in the amount of approximately $1.0 billion and $910.8 million, respectively. Our cash equivalents are invested in U.S. money market funds, U.S. Treasury bonds and commercial paper. Our marketable securities are invested in U.S. Treasury notes and bonds, commercial paper, and corporate notes and bonds.

Previous wording

During the year ended December 31, 2024, we sold 24.9 million shares of our Class A Common Stock pursuant to the ATM offering and received approximately $128.5 million in proceeds, net of issuance costs paid.

Current wording

During the year ended December 31, 2024, we sold 24.9 million shares of our Class A Common Stock pursuant to the ATM offering and received approximately $128.5 million in proceeds, net of issuance costs paid. During the three and nine months ended September 30, 2025, 29.3 million and 29.5 million shares of Class A Common Stock were sold pursuant to the ATM offering for aggregate proceeds of approximately $263.3 million and $264.2 million, respectively, net of issuance costs including the commission fees to the sales agents of approximately $4.0 million for the three and nine months ended September 30, 2025, completing our ATM offering.

Previous wording

In February 2023, we filed a prospectus supplement to the Form S-3 for the issuance and sale of our Class A Common Stock from time to time for an aggregate offering price of up to $400 million through J.P. Morgan Securities LLC, Cowen and Company, LLC, Deutsche Bank Securities Inc. and UBS Securities LLC, as the sales agents. We entered into Distribution Agreements with each of these sales agents in February 2023, in connection with the ATM offering. We have up to three years from the date of the Distribution Agreements to sell the shares, however we are not obligated to sell any such shares. Any net proceeds from the sale of shares will be used for working capital and other general corporate purposes and would further extend our forecasted cash runway. No shares of the Company’s Class A Common Stock were sold pursuant to the ATM offering during the three months ended June 30, 2025. During the six months ended June 30, 2025, 0.2 million shares of our Class A Common Stock were sold pursuant to the ATM offering for aggregate proceeds of approximately $0.9 million, net of issuance costs including immaterial commission fees to the sales agents. If immediately prior to the expiration of the Form S-3 the aggregate gross sales price of shares sold in the ATM offering is less than the maximum amount permissible thereunder, we would be required to file a new registration statement with the SEC.

Current wording

Net proceeds from the sale of the shares will be used for working capital and other general corporate purposes.

Previous wording

We believe that our cash on hand will be sufficient to meet our working capital and capital expenditure requirements for a period of at least twelve months from the date of this Report. Based on our current business plan, we believe that our cash resources will last into 2029, in part due to our transition from the JVA arrangement to the licensing arrangement with PowerCo, which, if entered into, is expected to have significantly lower costs and capital requirements. However, any changes to our technology development, operating costs and scale-up, including our ability to meet the milestones to enable the entry into the PowerCo IP License Agreement and related receipt of the initial royalty fee from PowerCo, could materially impact us and the availability of our capital resources. We may need additional cash resources due to changed business conditions or other developments, including unanticipated delays in negotiations with automotive OEMs and tier-one automotive suppliers or other suppliers, supply chain challenges, competitive pressures, inflation, and regulatory developments, among others. To the extent that our current resources are insufficient to satisfy our cash requirements, we may need to seek additional equity or debt financing. If such financing is not available, or if the financing terms are onerous given the high-interest rate environment or less desirable than we expect, we may be forced to decrease our level of investment in product development or scale back our operations, which could have an adverse impact on our business and financial prospects.

Current wording

We believe that our cash on hand will be sufficient to meet our working capital and capital expenditure requirements for a period of at least twelve months from the date of this Report. Based on our current business plan, we believe that our cash resources will last through 2029, in part due to our transition from the JVA arrangement to the licensing arrangement with PowerCo, which, if entered into, is expected to have significantly lower costs and capital requirements. However, any changes to our technology development, operating costs and scale-up, including our ability to meet the milestones to enable customer payments or the entry into the PowerCo IP License Agreement and related receipt of the initial royalty fee from PowerCo, could materially impact us and the availability of our capital resources. We may need additional cash resources due to changed business conditions or other developments, including unanticipated delays in negotiations with automotive OEMs and tier-one automotive suppliers or other suppliers, supply chain challenges, competitive pressures, inflation, and regulatory developments, among others. To the extent that our current resources are insufficient to satisfy our cash requirements, we may need to seek additional funding through the issuance of equity or debt financing. If such financing is not available, or if the financing terms are onerous given the high-interest rate environment or less desirable than we expect, we may be forced to decrease our level of investment in product development or scale back our operations, which could have an adverse impact on our business and financial prospects.

Previous wording

Our cash flows used in operating activities to date have been primarily driven by the growth in our underlying business to support the research and development of next-generation battery technology. As of June 30, 2025, our operating lease commitments are approximately $9.2 million during the next twelve months and approximately $60.8 million thereafter. As a result of the Termination Agreement entered into in July 2025, we are expecting payments for the operating lease commitments to be approximately $9.2 million in the next twelve months and approximately $44.5 million thereafter. From time to time, we also enter into non-cancellable service and purchase commitments. We are expecting cash used in operating activities to include payments of approximately $3.7 million in the next twelve months and approximately $3.0 million thereafter through 2027 for our non-cancellable commitments as of June 30, 2025.

Current wording

Our cash flows used in operating activities to date have been primarily driven by the growth in our underlying business to support the research and development of next-generation battery technology. As of September 30, 2025, our operating lease commitments are approximately $7.0 million during the next twelve months and approximately $43.4 million thereafter. From time to time, we also enter into non-cancellable service and purchase commitments. We are expecting cash used in operating activities to include payments of approximately $3.5 million in the next twelve months and approximately $2.8 million thereafter through 2027 for our non-cancellable commitments as of September 30, 2025.

Previous wording

Cash used in operating activities for the six months ended June 30, 2025 was primarily driven by a net loss of $229.1 million, offset by non-cash expense of $66.9 million related to stock-based compensation, non-cash expense of $37.8 million related to depreciation and amortization, write-off of fixed assets of $14.9 million, non-cash lease expense and amortization of right-of-use assets of $4.1 million. Cash used in the operating activities was further driven by $9.1 million in amortization of premiums and accretion of discounts on marketable securities, a decrease of $6.9 million in accounts payable, accrued liabilities and accrued compensation and benefits, and a decrease of $2.6 million in operating lease liability.

Current wording

Cash used in operating activities for the nine months ended September 30, 2025 was primarily driven by a net loss of $334.9 million, offset by non-cash expense of $96.1 million related to stock-based compensation, non-cash expense of $52.0 million related to depreciation and amortization, write-off of fixed assets of $24.4 million, non-cash lease expense and amortization of right-of-use assets of $5.9 million. Cash used in the operating activities was further driven by $13.7 million in amortization of premiums and accretion of discounts on marketable securities, a decrease of $9.0 million in accounts payable, accrued liabilities and accrued compensation and benefits, and a decrease of $3.7 million in operating lease liability due to rent payments.

Previous wording

Cash used in operating activities for the six months ended June 30, 2024 was primarily driven by a net loss of $243.6 million, offset by non-cash expense of $67.1 million related to stock-based compensation, non-cash expense of $24.9 million related to depreciation and amortization, non-cash lease expense and amortization of right-of-use assets of $4.0 million. Cash used in the operating activities was further driven by an increase of $22.7 million in prepaid expenses, other current assets and other assets, and $15.7 million in amortization of premiums and accretion of discounts on marketable securities, and offset by an increase of $63.3 million in accounts payable, accrued liabilities and accrued compensation and benefits.

Current wording

Cash used in operating activities for the nine months ended September 30, 2024 was primarily driven by a net loss of $363.3 million, offset by non-cash expense of $110.5 million related to stock-based compensation, non-cash expense of $39.8 million related to depreciation and amortization, non-cash lease expense and amortization of right-of-use assets of $6.0 million. Cash used in the operating activities was further driven by an increase of $3.7 million in operating lease expense, and $23.1 million in amortization of premiums and accretion of discounts on marketable securities, and offset by an increase of $16.0 million in accounts payable, accrued liabilities and accrued compensation and benefits.

Previous wording

Cash provided by investing activities for the six months ended June 30, 2025 primarily consists of proceeds from the maturity of marketable securities of $537.6 million. These were offset by $384.1 million used for the purchase of marketable securities and $14.1 million used for the purchase of various property and equipment, primarily to support our research and development activities.

Current wording

Cash provided by investing activities for the nine months ended September 30, 2025 primarily consists of proceeds from the maturity of marketable securities of $830.7 million. These were offset by $824.9 million used for the purchase of marketable securities and $24.0 million used for the purchase of various property and equipment, primarily to support our research and development activities.

Previous wording

Cash provided by investing activities for the six months ended June 30, 2024 primarily consists of proceeds from the maturity and sale of marketable securities of $893.8 million and $1.2 million, respectively. These were offset by $690.2 million used for the purchase of marketable securities and $33.0 million used for the purchase of various property and equipment, primarily to support our research and development activities.

Current wording

Cash provided by investing activities for the nine months ended September 30, 2024 primarily consists of proceeds from the maturity and sale of marketable securities of $1.1 billion and $1.2 million, respectively. These were offset by $858.9 million used for the purchase of marketable securities and $51.0 million used for the purchase of various property and equipment, primarily to support our research and development activities.

Previous wording

Our cash flows from financing activities primarily consist of proceeds from the issuance of common stock and exercise of stock options. A finance lease commitment for one of our buildings will result in net cash payments of $5.3 million in the next twelve months and payments of $36.4 million thereafter.

Current wording

Our cash flows from financing activities primarily consist of proceeds from the issuance of common stock and exercise of stock options. A finance lease commitment for one of our buildings will result in net cash payments of $5.4 million in the next twelve months and payments of $35.0 million thereafter.

Previous wording

Cash provided by financing activities during the six months ended June 30, 2024 is primarily due to $6.6 million received from the exercise of stock options and our employee stock purchase plan.

Current wording

Cash provided by financing activities during the nine months ended September 30, 2025 is primarily due to approximately $264.3 million in net proceeds from the ATM offering and $23.6 million received from the exercise of stock options and our employee stock purchase plan.

Previous wording

Cash provided by financing activities during the six months ended June 30, 2025 is primarily due to $15.7 million received from the exercise of stock options and our employee stock purchase plan.

Current wording

Cash provided by financing activities during the nine months ended September 30, 2024 is primarily due to $14.0 million received from the exercise of stock options and our employee stock purchase plan.

Previous wording

We consider an accounting judgment, estimate or assumption to be critical when (1) the estimate or assumption is complex in nature or requires a high degree of judgment and (2) the use of different judgments, estimates and assumptions could have a material impact on the consolidated financial statements. Our significant accounting policies are described in Note 2, Summary of Significant Accounting Policies, to our unaudited consolidated financial statements included elsewhere in this Report. We believe that the following accounting estimates are the most critical to fully understand and evaluate our reported financial results, as they require our most subjective or complex management judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain and unpredictable.

Current wording

We consider an accounting judgment, estimate or assumption to be critical when (1) the estimate or assumption is complex in nature or requires a high degree of judgment and (2) the use of different judgments, estimates and assumptions could have a material impact on the consolidated financial statements. Our significant accounting policies are described in Note 2, Summary of Significant Accounting Policies, to our unaudited consolidated financial statements included elsewhere in this Report.