Amprius Technologies Inc

Note 1. Nature of Operations and Organization

Nature of Operations

Amprius Technologies, Inc. (hereafter referred to as the “Company,” “we,” “us,” or “our”) develops, manufactures and markets lithium-ion batteries for mobility applications, including the aviation and electric vehicle (“EV”) industries. We have been in commercial battery production since 2018 and our disruptive silicon anode technology is intended to enable batteries with higher energy density, higher power density and fast charging capabilities over a wide range of operating temperatures. Our headquarters is located in Fremont, California.

Liquidity and Capital Resources

As of June 30, 2024, we had cash and cash equivalents of $46.4 million. We believe that our cash and cash equivalents will be sufficient to fund our obligations over twelve months from the date these condensed consolidated financial statements are issued. In addition, we may receive additional funds from the issuance and sale of our shares of our common stock under the At Market Issuance Sales Agreement (the “Sales Agreement”), which we entered into with B. Riley Securities, Inc., Cantor Fitzgerald & Co. and H.C. Wainwright & Co., LLC, as sales agents (the “Sales Agents”) on October 2, 2023. Under the Sales Agreement, we may offer and sell, from time to time, shares of our common stock for an aggregate offering price of not more than $100.0 million. During the six months ended June 30, 2024 and from the date of the Sales Agreement through June 30, 2024, the aggregate net proceeds from the sale of shares of common stock under the Sales Agreement were approximately $10.9 million and $11.2 million, respectively. We may also receive additional funds when our stock warrants are exercised for cash. On May 13, 2024, we offered our public and private warrants holders the opportunity to exercise their warrants for cash at a temporarily reduced exercise price of $1.10 per warrant. This tender offer expired during our fiscal second quarter of 2024 and the net proceeds, after deducting stock issuance costs, totaled $13.6 million.

Since our inception, we have incurred recurring losses and negative cash flows from operations. During the three and six months ended June 30, 2024, we incurred a net loss of $12.5 million and $22.4 million, respectively, and at June 30, 2024, our accumulated deficit was $152.1 million. We expect to incur additional losses in the future as we scale our business and increase our operating expenditures, such as increasing our research and development spend and headcount. Additionally, we expect to increase our capital expenditures as we complete the design and build-out of a GWh-scale manufacturing facilityin Brighton, Colorado. We expect to raise additional funds in order to meet our future operating and capital expenditure requirements, and we may be unable to raise additional funds or enter into such other agreements when needed on favorable terms or at all. If sufficient funding is not raised, we may need to reduce our spending activities, which may negatively affect our ability to achieve our operating goals. To the extent that we raise additional funds by issuing equity securities, our stockholders may experience additional dilution.

Other Risks and Uncertainties

We face risks related to abrupt political change, terrorist activity, and armed conflict such as the military conflicts between Russia and Ukraine and in the Middle East. These military conflicts have led to volatility in the global economy, and may contribute to inflation, volatility in the credit and capital markets, and interruption in the global supply chain. Although these military conflicts did not have an adverse impact on us to-date, the future outcome of such conflicts is highly unpredictable and uncertain and may adversely affect our future financial condition, results of operations and cash flows.

The COVID-19 pandemic has been unpredictable and unprecedented and resulted in significant national and global economic disruption. The extent to which public health emergencies such as the COVID-19 pandemic may impact our business, financial condition, prospects and results of operations is highly uncertain and cannot be predicted.

Note 2. Summary of Significant Accounting Policies

Basis of Presentationand Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany accounts and transactions have been eliminated.

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

Unaudited Interim Condensed Consolidated Financial Statements

The condensed consolidated balance sheet as of December 31, 2023, which has been derived from our audited consolidated financial statements as filed in our Annual Report on Form 10-K with the Securities and Exchange Commission (the “SEC”) on March 28, 2024, and the unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and applicable rules and regulations of the SEC regarding interim financial reporting. Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative U.S. GAAP included in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). The condensed consolidated financial statements have been prepared on a basis consistent with the audited financial statements. In management’s opinion, all adjustments made were normal or recurring in nature and necessary for the fair statement of our financial position as of June 30, 2024, our results of operations during the three and six months ended June 30, 2024 and 2023, and our cash flows during the six months ended June 30, 2024 and 2023. The financial data and other financial information disclosed in the notes to these condensed consolidated financial statements are also unaudited. The results of operations during the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the full fiscal year or any other period.

Certain information and note disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information presented not misleading.

Emerging Growth Company

We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Furthermore, the JOBS Act exempts an emerging growth company from being required to comply with new or revised accounting standards until private companies are required to comply with such standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected to not opt out of such extended transition period. This means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt such new or revised standard unless we are no longer deemed an emerging growth company. As a result, the accompanying condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances; the results of which form the basis for making judgements that are not readily apparent from other sources. Actual results could materially differ from management estimates using different assumptions or under different conditions.

Our significant accounting estimates include useful lives of property, plant and equipment; valuation of deferred taxes; lower of cost or net realizable adjustment of inventory; incremental borrowing rate used in calculating lease obligations and right-of-use assets; and certain inputs used to measure fair value of stock option grants using the Black-Scholes option-pricing model.

Fair Value Measurements

We had money market funds totaling $22.6 million and $36.7 million as of June 30, 2024 and December 31, 2023, respectively, which were measured at Level 1 fair value based on the active market price of the instruments and included in cash and cash equivalents and in other assets in the accompanying condensed consolidated balance sheets.

We did not have assets or liabilities measured at fair value on a recurring basis using Level 2 or Level 3 inputs as of June 30, 2024 and December 31, 2023.

There were no transfers of financial instruments between Level 1, Level 2 and Level 3 during the three and six months ended June 30, 2024 and 2023.

Restricted Cash Equivalents

Restricted cash equivalents pertain to the amount of cash deposits required by our lessors to satisfy letter of credit requirements under our lease agreements. Restricted cash equivalents, which are included in other assets in the accompanying condensed consolidated balance sheets, were $1.3 million and $56 thousand as of June 30, 2024 and December 31, 2023, respectively.

Concentration of Credit Risk

Financial instruments that potentially subject us to concentration of credit risk include cash, cash equivalents, restricted cash equivalents and accounts receivable. Through June 30, 2024, we have not experienced losses on our financial assets held in financial institutions. Our allowance for expected credit losses on our accounts receivable was de minimis as of June 30, 2024 andnone as of December 31, 2023.

Many of our customers are in the aviation industry though our batteries have applications across all segments of electric mobility. An adverse impact on the aviation industry may affect our relationship with our customers, which could affect our future financial condition, results of operations and cash flows. As of June 30, 2024 and December 31, 2023, five and three customers represented approximately 79% and 80%, respectively, of our total accounts receivable. There were three customers that individually represented 15%,12% and 11% of our revenue during the three months ended June 30, 2024, compared to five customers that individually represented 21%,18%,18%,13% and 11% of our revenue during the three months ended June 30, 2023. There was one customer that represented 14% our revenue during the six months ended June 30, 2024, compared to three customers that individually represented 21%,16% and 14% of our revenue during the six months ended June 30, 2023.

Segment Reporting

We have determined that the Chief Executive Officer is our Chief Operating Decision Maker (“CODM”). The CODM reviews financial information presented on an aggregate basis for the purposes of assessing our performance and making decisions on how to allocate resources. Accordingly, we have determined that we operate in a single operating and reportable segment. All of our revenues are geographically earned in the United States and our property, plant and equipment are located in the United States.

Significant Accounting Policies

As of June 30, 2024, there have been no changes to our significant accounting policies described in the Annual Report on Form 10-K for the year ended December 31, 2023.

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires entities to disclose, among others, (i) specific categories in the rate reconciliation table (ii) additional information for reconciling items that meet a quantitative threshold and (iii) the amount of income taxes paid on a disaggregated level. This ASU is required to be adopted on a prospective basis. As an emerging growth company, this ASU is effective starting on our annual reporting for the year ending December 31, 2026. Early adoption is permitted. We are currently evaluating this ASU. We believe that the impact of the additional required disclosures will enhance our current financial statement disclosure.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU requires entities to disclose, among others, (i) significant segment expenses that are regularly provided to the CODM for measuring segment profit or loss, (ii) amounts for other significant items by reportable segment and (iii) an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding resource allocation. This ASU is required to be adopted on a retrospective basis starting on our annual reporting for the year ending December 31, 2024. Early adoption is permitted. We are currently evaluating this ASU. We believe that the impact of the additional required disclosures will enhance our financial statement disclosure.

Note 3. Revenue

Disaggregation of Revenue

We disaggregate our revenue from customers by the type of arrangement, primarily from the sale of battery products and from providing customization design services, as this depicts how the nature, amount, timing, and uncertainty of our revenue and cash flows are affected by economic factors.

During the three and six months ended June 30, 2024, our revenue from customers consisted of the sale of battery products and we hadno revenue from customization design services. During the three and six months ended June 30, 2023, our revenue from customers consisted of the sale of battery products and de minimis revenue from customization design services.

We also had government grant revenue of $53.0 thousand and $0.3 million during the three and six months ended June 30, 2023, respectively, that was included as revenue in the accompanying condensed consolidated statements of operations. We accounted government grant using the analogy from International Accounting Standards 20, Accounting for Government Grants and Disclosure of Government Assistance.

Revenue from the sale of battery products includes bill-and-hold arrangements, which were $0.6 million and $0.7 million during the three and six months ended June 30, 2024, and $0.3 million during the three and six months ended June 30, 2023.

Contract Balances

The timing of revenue recognition, billings and cash collections can result in accounts receivable, contract assets recorded as unbilled receivables, and contract liabilities recorded as deferred revenue.

Accounts receivable represents our right to consideration that is unconditional. A right to consideration is unconditional if only the passage of time is required before payment of that consideration is due. Accounts receivable was $1.7 million, $1.3 million and $0.7 million as of June 30, 2024, December 31, 2023 and December 31, 2022, respectively.

Contract assets primarily relate to the rights to consideration for progress on contractual requirements performed but not billed at the reporting date. The contract assets are transferred to accounts receivable when the rights become unconditional. We hadno contract assets as of June 30, 2024 and December 31, 2023.

Contract liabilities consist primarily of deferred revenue, which is the amount of progress payments received or billed in advance of revenue recognition. Deferred revenue is subsequently recognized as revenue when the performance obligation is satisfied. Deferred revenue was $3.2 million, $3.4 million and $3.4 million as of June 30, 2024, December 31, 2023 and December 31, 2022, respectively. During thethree and six months ended June 30, 2024, revenue recognized from the prior year deferred revenue balance was $0.5 million and $1.0 million, respectively. During thethree and six months ended June 30, 2023, revenue recognized from the prior year deferred revenue balance was $0.4 million and $0.5 million, respectively.

Remaining Performance Obligations

We have performance obligations associated with commitments in customer contracts for future services that have not yet been recognized as revenue. As of June 30, 2024, the aggregate amount of the transaction price allocated to the remaining performance obligations related to customer contracts that were unsatisfied or partially unsatisfied, including deferred revenue, was approximately $18.5 million. Given the applicable contract terms, approximately $17.1 million is expected to be recognized as revenue withinone year and approximately $1.4 million is expected to be recognized between two to five years. This amount does not include contracts to which the customer is not committed. The estimated timing of the recognition of remaining unsatisfied performance obligations is subject to change and is affected by changes to scope, changes in timing of delivery of products and services, or contract modifications.

Note 4. Inventories

Inventories consisted of the following (in thousands):

Note 5. Property, Plant and Equipment, Net

Property, plant and equipment, net consisted of the following (in thousands):

Depreciation and amortization expense was $1.1 million and $2.1 million during the three and six months ended June 30, 2024, respectively, and $0.5 million and $0.9 million during the three and six months ended June 30, 2023, respectively.

Note 6. Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following (in thousands):

Note 7. Stockholders’ Equity

Common and Preferred Stock

As of June 30, 2024, we had a total of 1,000,000,000 shares of stock authorized to be issued, of which 950,000,000 shares are designated as common stock, $0.0001 par value per share, and 50,000,000 shares are designated as preferred stock, $0.0001 par value per share. Holders of common stock are entitled toone vote for each share held and entitled to receive dividends when and if declared by the board of directors. We have not declared any dividends through June 30, 2024.

Equity Incentive Plans

We adopted the 2022 Equity Incentive Plan (“2022 Plan”) effective September 14, 2022. The 2022 Plan authorizes awards in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, or performance awards and may be granted to directors, employees or consultants.

As of June 30, 2024, the total number of shares reserved for issuance under the 2022 Plan was 13,444,139, which includes the increase in shares reserved pursuant to the evergreen provisions contained in the 2022 Plan and the assumed awards that were withheld for payment of an exercise price or were forfeited due to failure to vest. The number of shares available for issuance under the 2022 Plan may be increased annually at the beginning of the fiscal year, subject to certain limitations.

The Amprius Technologies, Inc. 2016 Equity Incentive Plan (“2016 Plan”) was terminated concurrently with the adoption of the 2022 Plan. However, the 2016 Plan continues to govern the terms and conditions of the outstanding awards previously granted under the 2016 Plan.

The 2022 Plan and 2016 Plan are collectively referred to as the “Equity Incentive Plans.”

Stock Options

Stock options granted under the Equity Incentive Plans provided an exercise price not less than 100% of the fair value at the grant date, unless the optionee is a 10% stockholder, in which case the option price will not be less than 110% of such fair market value. Options granted generally have a maximum term of 10 years from grant date or 90 days from the termination of the optionee, are exercisable upon vesting unless otherwise designated for early exercise by the board of directors at the time of grant, and generally vest over a period offour years.

As of June 30, 2024, the total unrecognized stock-based compensation expense related to the unvested stock options was approximately $4.2 million, which we expect to recognize over a weighted-average period of 1.8 years.

Restricted Stock Units (“RSUs”)

The fair value of RSUs is determined based upon the market closing price of our common stock on the date of grant. RSUs generally vest over a period of approximately four years from the date of grant, subject to the continued employment or services of the grantee.

As of June 30, 2024, the total unrecognized stock-based compensation expense related to the unvested RSUs was approximately $13.3 million, which we expect to recognize over a weighted-average period of 3.2 years.

Amprius, Inc. (“Amprius Holdings”) 2008 Stock Plan

The stock-based compensation costs under the Amprius Holdings 2008 Stock Plan, which were associated with grants to certain individuals who provided services to our company, were already fully recognized and included in the accompanying condensed consolidated statements of operations, with a corresponding increase in additional paid-in capital.

Employee Stock Purchase Plan

We adopted the 2022 Employee Stock Purchase Plan (“ESPP”) effective September 14, 2022. As of June 30, 2024, the total number of shares reserved for issuance was 2,724,333, which may be increased annually at the beginning of the fiscal year, subject to certain limitations. The ESPP is intended to qualify under Section 423 of the Internal Revenue Code of 1986 (as amended) and will provide eligible employees an opportunity to purchase our common stock at a discount through payroll deductions. We have not established an offering under the ESPP as of June 30, 2024.

Executive Incentive Compensation Plan

On September 14, 2022, our board of directors approved our Executive Incentive Compensation Plan, which will allow us to grant incentive awards to certain executive employees, generally payable in cash, based upon achieving specified goals. We have the right to settle the award by granting an equity award, which may be subject to vesting conditions. All awards under the Executive Incentive Compensation Plan will be subject to reduction, cancellation, forfeiture, or recoupment in accordance with any clawback policy that we are required to adopt pursuant to applicable laws. As of June 30, 2024, there wereno awards granted under the Executive Incentive Compensation Plan.

Common Stock Warrants

On May 13, 2024, we offered the holders of the public and private warrants the opportunity to exercise their warrants for cash at a temporarily reduced exercise price of $1.10 per warrant. This cash tender offer expired on June 11, 2024. A total of 12,575,664 public warrants and 500,000 private warrants were exercised in connection with this cash tender offer. Gross proceeds from the exercise of the public and private warrants totaled $14.4 million. Incremental costs incurred, which were charged against the proceeds from the issuance of our shares of common stock, totaled $0.8 million.

Subsequent to the expiration of such cash tender offer, on June 24, 2024, we made a separate tender offer to the holders of the unexercised private warrants pursuant to which such holders were given the opportunity to exchange their warrants, on a cashless basis, for shares of our common stock based on an exchange ratio of 0.197 for each warrant validly tendered. This cashless tender offer expired after the end of our second fiscal quarter of 2024, on July 23, 2024. In our third fiscal quarter of 2024, a total of 15,600,000 private warrants were exchanged for a total of 3,073,200 shares of our common stock.

The temporary reduction in the exercise price of the public and private warrants in the cash tender offer was treated as a modification of those warrants. However, we have not recognized the effect of such modification because it was de minimis. Similarly, the exchange of private warrants for shares of our common stock in the cashless tender offer is being treated as a modification of those warrants. However, we do not anticipate that we will recognize the effect of such modification in a future period as it is also de minimis.

Shown below is a summary of the activity of the stock warrants as of and during the six months ended June 30, 2024:

The public warrants and private warrants, which expire on September 14, 2027, are exercisable forone share of our common stock at a price of $11.50 per warrant subject to adjustment pursuant to the Warrant Agreement, dated as of March 1, 2022, as amended. Holders of private warrants may be able to exercise their warrants on a cashless basis pursuant to the Warrant Agreement, but holders of public warrants cannot exercise on a cashless basis. The public warrants are listed on the New York Stock Exchange and are redeemable by us when the price per share of our common stock equals orexceeds $18.00 per share for at least 20 trading days during a period of 30 consecutive trading days prior to the redemption date. The private warrants are not listed on any securities exchange and are not redeemable.

The PIPE warrants, which expire on September 14, 2027, are substantially identical to the public warrants, except that the exercise price of each PIPE warrant is $12.50 per warrant and they are not listed on any securities exchange. In addition, the PIPE warrants are redeemable by us if the price per share of our common stock equals or exceeds $20.00 per share for at least 20 trading days during a period of 30 consecutive trading days prior to the redemption date.

The warrants described above are classified as equity in accordance with the guidance under ASC 815-40, Derivatives and Hedging–Contracts in Entity’s Own Equity. Equity-classified contracts, such as stock warrants, are initially measured at fair value or allocated value. Any subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.

At Market Issuance Sales Agreement

On October 2, 2023, we entered into the Sales Agreement with the Sales Agents, pursuant to which we may offer and sell, from time to time, through or to any Sales Agent, shares of our common stock with an aggregate offering price of not more than $100.0 million. From the date of the Sales Agreement through June 30, 2024, the aggregate net proceeds from the sale of shares of common stock under the Sales Agreement were approximately $11.2 million.

Costs incurred related to the Sales Agreement, which were initially deferred and included in other assets in the accompanying condensed consolidated balance sheets, will be charged proportionally against the proceeds from the issuance of shares of common stock. The balance of unamortized deferred stock issuance costs was $0.2 million as of June 30, 2024.

Common Stock Purchase Agreement

On September 27, 2022, we entered into a Common Stock Purchase Agreement (the “Stock Purchase Agreement”) with B. Riley Principal Capital II, LLC (“BRPC II”), pursuant to which BRPC II committed to purchase shares of our common stock. We and BRPC II mutually agreed to terminate the Stock Purchase Agreement effective October 10, 2023.

Stock-Based Compensation

Stock-based compensation from stock options and RSUs under the Equity Incentive Plans and from stock options under the Amprius Holdings 2008 Stock Plan that we recorded were included in the following lines in the accompanying condensed consolidated statements of operations during the periods presented (in thousands):

Note 8. Income Taxes

We haveno income tax expense as a result of the continued generation of net operating losses (“NOLs”), offset by a full valuation allowance recorded on such NOLs as we determined it is not more-likely-than-not that our NOLs will be utilized.

Note 9. Leases

As of June 30, 2024, we had non-cancelable operating leases for our corporate headquarters and manufacturing facilities located in Fremont, California and in Brighton, Colorado. Our Fremont lease, which expires in June 2027, provides us with an option to extend the term forone additional 5-year period and we determined with reasonable certainty that we will exercise such option. Our Brighton lease, which expires in May 2039, provides us with an option to extend the term fortwo additional 5-year periods, but we have not determined with reasonable certainty that we will exercise such option. Our operating leases do not contain any material residual value guarantees. We hadno leases that were classified as finance leases as of June 30, 2024 and December 31, 2023.

The components of lease expense during the three and six months ended June 30, 2024 and 2023 are shown in the table below (in thousands).

Other information about our operating leases during the six months ended June 30, 2024 and 2023 are shown in the table below (amounts in thousands).

Future operating lease payments, net of tenant improvement allowance, as of June 30, 2024 are as follows (in thousands):

Note 10. Commitments and Contingencies

From time to time, we may be involved in lawsuits, claims or legal proceedings that arise in the ordinary course of business. We accrue a contingent liability when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Management believes that there are no claims against us for which the outcome is expected to have a material effect on our financial position, results of operations or cash flows.

Note 11. Net Loss Per Share

The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders(in thousands, except share and per share amounts):

The following table summarizes the outstanding shares of potentially dilutive securities that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive: