Amprius Technologies Inc
For the period ended Mar 31, 2025. Filed May 8, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 8, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-07.
0001899287-24-000088
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-08.
0001899287-25-000040
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 94 previous paragraphs and 92 current paragraphs.
48 unchanged; 29 reworded; 15 added; 17 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (15)
Current report
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Current report
Our SiCore batteries were developed in collaboration with Berzelius (Nanjing) Co., Ltd. (“Berzelius”), a former affiliated company. We began limited shipment of SiCore batteries in 2023, which generated a strong demand from our customers. In order to support such demand, we entered into a supply agreement with Berzelius in November 2023 (the “Exclusive Supply Agreement”), which gives us exclusive rights to purchase its proprietary silicon anode materials in the United States, Canada and Mexico. In January 2024, we announced the full commercial launch of our SiCore batteries and accelerated engagement with our addressable markets. We entered into manufacturing supply agreements with three global contract manufacturing companies, which provided us an opportunity to rapidly scale production and ship a large volume of SiCore batteries to our customers. As of March 31, 2025, we had access, through Berzelius and our manufacturing supply agreements with our global contract manufacturers, to annual production of up to 1.8 GWh of SiCore batteries in pouch, cylindrical and prismatic formats.
Current report
Our SiMaxx batteries are currently manufactured at our facility in Fremont, California. We believe that the demand for our SiMaxx batteries exceeds our existing kWh-scale manufacturing capacity and, in order to support such demand, we are expanding this facility into a MWh-scale manufacturing facility. As of March 31, 2025, we completed the retrofit of our anode fabrication machine and, to date, we are in the process of optimizing our manufacturing protocol to maximize output.
Current report
In April 2023, we entered into a lease agreement to lease approximately 774,000 square feet of premises in Brighton, Colorado and announced a plan to build a GWh-scale manufacturing facility in those premises. We completed our pre-construction planning for this facility as of December 31, 2024. However, the scope and schedule of the construction of this facility will be determined based on, among other factors, the availability and timing of funding. In addition, we are currently monitoring the larger industry dynamics and have engaged a leading global commercial real estate company to explore the potential sublease of all or a portion of this facility. Changes in demand, supply, battery cost structure, government incentives, trade tariffs, and other considerations may also influence our decision on the next steps and timing.
Current report
Establishing Global Network of Contract Manufacturing Partnerships
Current report
In addition to the manufacturing capacity provided by our global partners, discussed above, we believe that expanding our existing manufacturing capacity would help us meet the growing demand of our customers. As of March 31, 2025, we completed the retrofit of our anode fabrication machine and, to date, we are in the process of optimizing our manufacturing protocol to maximize output at our Fremont, California facility. We have also announced a plan to build a GWh-scale manufacturing facility in our leased premises in Brighton, Colorado. We completed our pre-construction planning for this facility as of December 31, 2024. However, the scope and schedule of the construction of this facility will be determined based on, among other factors, the availability and timing of funding. In addition, we are currently monitoring the larger industry dynamics and have engaged a leading global commercial real estate company to explore the potential sublease of all or a portion of this facility. Changes in demand, supply, battery cost structure, government incentives, trade tariffs, and other considerations may also influence our decision on the next steps and timing.
Current report
Global Risks
Current report
We face risks related to significant changes in the United States’ trade policy, such as the imposition or plan to impose significant tariffs on certain product categories imported from China and other countries. These countries have taken or plan to take retaliatory actions, including imposing additional tariffs on the importation of a wide range of products from the United States, which could potentially lead to adverse impacts on global trade. In addition, such events could cause inflation or general economic and geopolitical uncertainty, including the recent economic uncertainty, any of which could negatively impact our operations, or those of our customers, suppliers and manufacturers.
Current report
The extent and future outcome of these global risks are highly unpredictable and uncertain and may adversely affect our future financial condition, results of operations and cash flows.
Current report
Selling, General and Administrative (“SG&A”) Expenses
Current report
We have incurred net losses to date. We expect our working capital requirements may increase in the near future as we scale our business, which could result in additional net losses. During the three months ended March 31, 2025, our net loss was $9.4 million. We expect that the additional net losses in the future could be attributed to an increase in our operating expenses as we increase our headcount and incur costs to continue developing new products and other R&D initiatives.
Current report
At present, we do not expect that our capital expenditure requirements will increase materially as we are completing the expansion of our kWh-scale manufacturing facility in Fremont, California into a MWh-scale manufacturing facility. We completed our pre-construction planning for the Brighton, Colorado facility as of December 31, 2024. However, the scope and schedule of the construction of this facility will be determined based on, among other factors, the availability and timing of funding. In addition, we are currently monitoring the larger industry dynamics and have engaged a leading global commercial real estate company to explore the potential sublease of all or a portion of this facility. Changes in demand, supply, battery cost structure, government incentives, trade tariffs, and other considerations may also influence our decision on the next steps and timing.
Current report
Net cash provided by financing activities increased to $8.5 million during the three months ended March 31, 2025 from $8.2 million during the same period last year. Our primary sources of cash from financing activities during the three months ended March 31, 2025, and 2024 were the net proceeds from the issuance of common stock under the Sales Agreement and from the exercise of stock options.
Current report
Related Party and Other Transactions
Current report
Our Chief Executive Officer (“CEO”) serves as a member of the board of directors of Berzelius and its holding company. Our CEO and our company have no direct or indirect controlling interest in Berzelius and its affiliates and, similarly, Berzelius and its affiliates have no direct or indirect controlling interest in our company. We developed our SiCore batteries through our collaboration with Berzelius. In November 2023, we entered into the Exclusive Supply Agreement with Berzelius, which gives us exclusive rights to purchase its proprietary silicon anode materials in the United States, Canada and Mexico. We purchased, and may continue to purchase, SiCore batteries and raw materials for our SiMaxx battery production and R&D activities from Berzelius. As of March 31, 2025, we had no purchase commitments with Berzelius.
Removed paragraphs (17)
Previous report
Our SiMaxx batteries are currently manufactured at our headquarters in Fremont, California, where we believe demand for our SiMaxx batteries exceeds our manufacturing capacity. We have made significant progress in expanding our kWh-scale manufacturing line into a MWh-scale manufacturing facility. Once our expansion is in full operation, which we expect to achieve entering 2025, we anticipate that we will manufacture SiMaxx batteries up to 2 MWh capacity, which is about 10 times our production capacity in 2023.
Previous report
Our SiCore batteries are developed in collaboration with Berzelius (Nanjing) Co. Ltd. (“Berzelius”), a former subsidiary of Amprius, Inc. (“Amprius Holdings”), our former parent company and former majority stockholder at September 30, 2024. In order to support our customers’ current roadmaps and supply forecasts, we entered into a supply agreement with Berzelius (the “Exclusive Supply Agreement”), which gives us exclusive rights to purchase its proprietary silicon anode materials in the United States, Canada and Mexico. In addition, we have access through supply agreements with three toll manufacturers to over 500 MWhs of SiCore batteries that are commercially available in a wide range of form factors encompassing pouch, large form factor (up to 100 Ah) and cylindrical cells. The existing toll manufacturing production capacity for our SiCore batteries allows us to service our customers and grow our business as we continue our pre-construction plans related to our GWh-scale manufacturing facility in Brighton, Colorado. The construction scope and schedule for the facility will be determined based on the final design and the availability and timing of funding. We are paying close attention to the larger industry dynamics. Changes in demand, supply, battery cost structure, government incentives, trade tariffs, and other considerations would also influence our decision.
Previous report
In order to meet the increased demand for our products, we are expanding our manufacturing capacity in Fremont, California and have substantially completed the design and specifications for a GWh-scale manufacturing facility in Brighton, Colorado. Currently, our expansion of the Fremont facility from a kWh-scale manufacturing line into a MWh-scale manufacturing line is in progress. Once our expansion in Fremont, California is in full operation, which we expect to achieve entering 2025, we anticipate that we will manufacture SiMaxx batteries up to 2 MWh capacity, which is about 10 times our production capacity in 2023. In Brighton, the construction scope and schedule for the facility will be determined based on the final design and the availability and timing of funding. During this process, we will continue to monitor broader industry dynamics. Changes in demand, supply, battery cost structure, government incentives, trade tariffs, and other considerations may influence our decisions with respect to the design and build out of the GWh-scale manufacturing facility, including whether to proceed with the project at all. Currently, we produce SiCore batteries by leveraging Berzelius’ existing production line and through our supply agreements with three toll manufacturers.
Previous report
To achieve capacity at commercial scale, we need to establish supply relationships for necessary materials, components and equipment to mass produce our silicon technology for our prospective markets, which will allow us to develop an automated, high-volume manufacturing line to increase production volume. We plan to procure manufacturing equipment that allows for anode and cathode fabrication, battery assembly, and battery testing. The capacity and timing of our future manufacturing requirements, and related capital expenditures, remain uncertain and will depend on a variety of factors, including our ability to design and construct new manufacturing sites and develop an automated, high-volume manufacturing line for our silicon anode, to mitigate supply chain constraints and manage a new labor force, to utilize planned capacity in our existing facilities, to obtain the required regulatory and zoning permits and approvals, to realize the benefits of any government incentives, and to operate in new geographic areas apart from our current headquarters. Our potential suppliers and other equipment vendors may also encounter delays, including to our expected initial production capacity of up to 500 MWh in our Brighton, Colorado facility, along with additional costs, and other obstacles in building our manufacturing line, which are currently unknown. To the extent we are unable to develop an automated, high-volume manufacturing line for our silicon anode, our ability to grow will be adversely affected. Additionally, although we already received and are currently testing the large-scale anode production equipment from centrotherm for our manufacturing line expansion in Fremont, California, the equipment required certain modifications for our needs and there is uncertainty as to whether our planned manufacturing line will be successful.
Previous report
Reducing Costs of SiMaxx Manufacturing
Previous report
We believe focusing on reducing the manufacturing costs of our SiMaxx batteries on a $/kWh basis is an important factor to accelerate the demand for our batteries and the expansion of our customer base. As a result, we will continue to work to develop further and validate our manufacturing processes to enable high-volume manufacturing and reduce manufacturing costs. As the production of our silicon anode requires different equipment than traditional graphite anode manufacturing, our capital equipment costs are likely to be initially higher than equipment used for the production of graphite anodes. As we scale, we believe we will benefit from reduced per-unit fixed costs, such as overhead, labor and capital expenditures, tool utilization improvements and volume pricing for equipment and materials. We will also seek to reduce costs by optimizing material utilization, throughput and yield. This is complemented by our plans to continue to invest in research and development to improve both battery performance and manufacturing processes. However, until we are able to successfully design and implement an automated, high-volume manufacturing line for our silicon anode and manufacture our batteries at scale, we cannot accurately forecast our manufacturing costs, which may adversely affect our ability to achieve reduced costs in our manufacturing processes. In addition, high inflation may affect our manufacturing costs. If our costs become subjected to significant inflationary pressures, we may not be able to fully offset such higher costs through the increase in prices of the products we sell.
Previous report
Product Development
Previous report
Global Risks and Other Uncertainties
Previous report
The COVID-19 pandemic was 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.
Previous report
Selling, General and Administrative Expenses
Previous report
Revenue increased by $8.4 million, or 165%, to $13.5 million during the nine months ended September 30, 2024 from $5.1 million during the same period last year primarily due to the $7.8 million increase in sales of batteries, including the $6.2 million increase in sales of SiCore batteries, resulting from an increase in the volume of orders from existing and new customers, and the $0.6 million increase in non-recurring customization design service revenue.
Previous report
Selling, general and administrative expense decreased by $2.4 million, or 15%, to $13.4 million during the nine months ended September 30, 2024 compared to the same period last year primarily due to a $4.7 million decrease in non-recurring professional fees and corporate insurance costs, including a decrease in directors’ and officers’ insurance costs, offset by a $2.3 million increase in personnel-related and other administrative costs, including an increase in stock-based compensation expense, due to the hiring of additional personnel.
Previous report
We expect our capital expenditures and working capital requirements may increase materially in the near future. At our headquarters in Fremont, California, our expansion from a kWh-scale manufacturing line into a MWh-scale manufacturing line is in progress. In addition, in order to meet the demand for our batteries, we are planning the construction of a new GWh-scale manufacturing facility in Brighton, Colorado. Based on our current expectations, we estimate that our capital equipment expenditures will range between $75.0 million and $100.0 million to achieve up to 500 MWh per year of manufacturing capacity, but such estimate does not include costs related to the construction and the build-out of the new manufacturing facility. We are continuing the pre-construction work of the initial phase of up to 500 MWh, and we expect to build out additional manufacturing in phases thereafter. However, the construction schedule for the facility will be determined based on the final design and the timing of funding. During this process, we will continue to monitor broader industry dynamics. Changes in demand, supply, battery cost structure, government incentives, trade tariffs, and other considerations may influence our decisions with respect to the design and build out of the GWh-scale manufacturing facility, including whether to proceed with the project at all.
Previous report
We have incurred net losses to date. During the three and nine months ended September 30, 2024, we incurred a net loss of $10.9 million and $33.3 million, respectively. We expect to incur additional losses and increased expenses in future periods, including those associated with any build out of our GWh-scale manufacturing facility, continued research and development, and increased employee headcount to support those efforts.
Previous report
Net cash provided by financing activities increased to $24.6 million during the nine months ended September 30, 2024 from $16.3 million during the same period last year. Net cash provided by financing activities during the nine months ended September 30, 2024 consisted primarily of the net proceeds from the issuance of common stock in connection with the Sales Agreement and the cash received upon the exercise of our public and private warrants. Net cash provided by financing activities during the same period last year consisted primarily of the net proceeds from the issuance of common stock in connection with the Common Stock Purchase Agreement (the “Stock Purchase Agreement”) with B. Riley Principal Capital II, LLC (“BRPC II”).
Previous report
Related Party Transactions
Previous report
We have purchased and may continue to purchase raw materials and development materials from two previous related parties that were owned and controlled by Amprius Holdings, including finished batteries for our SiCore product platform from Berzelius. We do not have purchase commitments with these previous related parties.
Reworded paragraphs (29)
Previous wording
Currently, our batteries are primarily used for existing and emerging aviation applications, including unmanned aerial systems, such as drones and high-altitude pseudo satellites. We believe our proprietary technology has the potential for broad application in electric transportation. Our batteries and their performance specifications have been tested and validated for application by over 175 customers, including AALTO Airbus, AeroVironment, BAE Systems, the Korean Aerospace Research Institute, Kraus Hamdani Aerospace and Teledyne FLIR, and from inception through September 30, 2024, we have shipped over 400,000 batteries, which have enabled mission critical applications. Our proprietary silicon anode structures, battery cell designs and manufacturing processes are defended by our portfolio of patents, trade secrets and know-how developed over 10 years of research and development.
Current wording
Currently, our batteries are primarily used for existing and emerging aviation applications, including unmanned aerial systems or UAS, such as drones and high altitude pseudo satellites or HAPS. We believe our proprietary technology has the potential for broad application in electric transportation. Our batteries and their performance specifications have been tested and validated for application by various customers, including our longtime partners such as AALTO Airbus, AeroVironment, BAE Systems, Kraus Hamdani Aerospace, Teledyne FLIR and the U.S. Army. Our total customer engagements since inception grew to over 320 with shipments to 102 cust omers during thethree months ended March 31, 2025. Our proprietary silicon anode structures, battery cell designs and manufacturing processes are protected by our portfolio of patents, trade secrets and know-how developed over 15 years of research and development.
Previous wording
We currently offer high performance silicon anode batteries under the following product platforms: SiMaxx and SiCore.
Current wording
We currently offer high performance silicon anode batteries under the following product platforms: (i) SiCore and (ii) SiMaxx.
Previous wording
At Market Issuance Sales Agreement
Current wording
At Market Issuance Sales Agreement (“Sales Agreement”)
Previous wording
On October 2, 2023, we entered into the At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc., Cantor Fitzgerald & Co. and H.C. Wainwright & Co., LLC, as sales agents (collectively, the “Sales Agents”), pursuant to which we may offer and sell, from time to time, through or to any Sales Agent, shares of our common stock with an aggregate offering price of not more than $100.0 million (the “At Market Financing”), as described in the prospectus supplement dated October 10, 2023 filed with the Securities and Exchange Commission (the “SEC”).
Current wording
On October 2, 2023, we entered into the Sales Agreement with B. Riley Securities, Inc., Cantor Fitzgerald & Co. and H.C. Wainwright & Co., LLC, as sales agents (collectively, the “Sales Agents”), pursuant to which we may offer and sell, from time to time, through or to any Sales Agent, shares of our common stock with an aggregate offering price of not more than $100.0 million (the “At Market Financing”), as described in the prospectus supplement dated October 10, 2023 filed with the Securities and Exchange Commission (the “SEC”).
Previous wording
During the nine months ended September 30, 2024 and from the date of the Sales Agreement through September 30, 2024, we sold shares of our common stock under the Sales Agreement resulting in aggregate net proceeds of approximately $10.9 million and $11.2 million, respectively.
Current wording
During the three months ended March 31, 2025 and from the date of the Sales Agreement through March 31, 2025, we sold shares of our common stock under the Sales Agreement resulting in aggregate net proceeds of approximately $8.5 million and $42.2 million, respectively.
Previous wording
Part of our plan to meet the increased demand for our SiCore batteries is the establishment of a network of toll manufacturing partnerships. This is a new process for us and some of the challenges that we may encounter include, among others, risk of losing control over the manufacturing of our SiCore batteries, which could lead to quality control issues, delay in production, increase in production costs, and non-compliance with our established standards. In addition, we may encounter a risk of losing control of some of our intellectual property. We need to set up business processes, including oversight and quality control procedures, in order to manage our toll manufacturing arrangements. We will only select large, experienced and reputable toll manufacturing companies. Currently, we have three large scale toll manufacturing partners in Asia.
Current wording
As of March 31, 2025, we produce SiCore batteries by leveraging Berzelius’ existing production line and through our manufacturing supply agreements that we entered into in 2024 with three global contract manufacturers. In order to meet the increased demand for our SiCore batteries, we plan to expand our global network of contract manufacturing partnerships in the future. Some of the challenges that we may encounter when we enter into a manufacturing supply arrangement include, among others, risk of losing control over the manufacturing process of our SiCore batteries, which could lead to quality control issues, delay in production, increase in production costs, and non-compliance with our established standards. In addition, we may encounter a risk of losing control of some of our intellectual property. While we plan to set up business processes, including adding oversight and quality control procedures, in order to manage our contract manufacturing supply arrangements, there can be no assurance that such processes will be effective. As of March 31, 2025, we had access, through our manufacturing supply agreements with our global contract manufacturers, to annual production of up to 1.8 GWh of SiCore batteries in pouch, cylindrical and prismatic formats. In addition, if we partner with other contract manufacturers in the future, we plan to select large, experienced and reputable contract manufacturing companies.
Previous wording
Achieving capacity at commercial scale of our high energy density lithium-ion batteries may require us to make significant and increasing capital expenditures to scale our manufacturing capacity and improve our supply chain processes. Based on our current expectations, we estimate that our capital equipment expenditures will range between $75.0 million and $100.0 million to achieve up to 500 MWh per year of manufacturing capacity in our Brighton, Colorado facility, but such estimate does not include costs related to the construction and build-out of the new manufacturing facility. Our first manufacturing line is planned to be for SiCore, which allows us to use conventional, off-the-shelf processes. As we plan additional lines, our SiMaxx anode process requires different equipment than traditional anode manufacturing, therefore our capital equipment costs are likely to be higher than equipment used for production of graphite anodes. Our ability in the future to generate revenue sufficient to achieve profitability will depend largely on our ability to scale production to meet the expected market demand for our products. Accordingly, the drivers of our future financial results, as well as the components of such results, may not be comparable to our historical results of operations.
Current wording
Achieving capacity at commercial scale of our high energy density lithium-ion batteries may require us to make significant and increasing capital expenditures to scale our manufacturing capacity and improve our supply chain processes. Our ability in the future to generate revenue sufficient to achieve profitability will depend largely on our ability to scale production to meet the expected market demand for our products. Accordingly, the drivers of our future financial results, as well as the components of such results, may not be comparable to our historical results of operations.
Previous wording
Our competition includes both established manufacturers and new entrants that are developing new battery technologies and chemistries to address the growing market for electrified transportation solutions. We believe the manufacturers of these batteries will continue to invest funds, time and effort to improve the capabilities of their batteries with the recent developments of silicon anode batteries as a potential alternative to conventional graphite batteries. Currently, we believe that we are the only known manufacturer using a 100% silicon anode that is free of any inactive additives. In addition, we believe that we are the leading company in the market that has a high-performance battery that can meet the requirements of aviation applications. We are not currently producing batteries for EVs. The EV battery industry has a limited number of commercially available batteries that meet the minimum performance specifications. This creates a fast-growing and highly competitive industry for many battery manufacturers to claim market share for commercially acceptable batteries. We believe that there is significant room for improvement in the EV industry in driving range and fast charging capabilities that our silicon technology may address. To compete in the EV industry, we expect that we will need to significantly reduce our manufacturing costs, increase form factors and increase production quantity. One or more of our competitors and potential future entrants may be better capitalized to expand production capacities, have greater resources to commercialize and have greater access to customers in either or both the aviation and EV markets. As such, we may be at a competitive disadvantage and be unable to retain or grow our market share.
Current wording
Our competition includes both established manufacturers and new entrants that are developing new battery technologies and chemistries to address the growing market for electrified transportation solutions. We believe the manufacturers of these batteries will continue to invest funds, time and effort to improve the capabilities of their batteries with the recent developments of silicon anode batteries as a potential alternative to conventional graphite batteries. Currently, we believe that we are the only known manufacturer using a 100% silicon anode that is free of any inactive additives. In addition, we believe that we are the leading company in the market that has a high-performance battery that can meet the requirements of aviation and LEV applications. We are not currently producing batteries for EVs. The EV battery industry has a limited number of commercially available batteries that meet the minimum performance specifications. This creates a fast-growing and highly competitive industry for many battery manufacturers to claim market share for commercially acceptable batteries. We believe that there is significant room for improvement in the EV industry in driving range and fast charging capabilities that our silicon technology may address. To compete in the EV industry, we expect that we will need to significantly reduce our manufacturing costs, increase form factors and increase production quantity. One or more of our competitors and potential future entrants may be better capitalized to expand production capacities, have greater resources to commercialize and have greater access to customers in either or both the aviation and EV markets. As such, we may be at a competitive disadvantage and be unable to retain or grow our market share.
Previous wording
Abrupt political change, terrorist activity, and armed conflict has had an adverse impact on the global economy and financial markets. Although our business has not been directly impacted by such events, as we have no assets or operations, and we have not purchased materials from Russia, Belarus, Ukraine or the Middle East, it is impossible to predict the extent to which our operations, or those of our customers, suppliers and manufacturers, will be impacted in the short and long term, or the ways in which the conflict may impact our business. The extent and duration of military action, sanctions and resulting market disruptions and inflationary pressures, and the impact of such changes on our business and our results of operations are impossible to predict, but could be material.
Current wording
Abrupt political change, terrorist activity, and armed conflict has had an adverse impact on the global economy and financial markets. Although our business has not been directly impacted by such events, as we have no assets or operations, and we have not purchased materials from Russia, Belarus, Ukraine or the Middle East, it is impossible to predict the extent to which our operations, or those of our customers, suppliers and manufacturers, will be impacted in the short and long term, or the ways in which the conflict may impact our business.
Previous wording
We generate revenue from the (i) sale of finished battery products and (ii) arrangements for customization design services. The customization design services generally include designing and developing custom batteries by applying our existing technology into a customer’s required specifications and delivery of prototype batteries. We recognize revenue at the point in time when control is transferred to the customers, which is generally (i) upon shipment, in the case of sale of finished battery products, and (ii) upon completion and/or delivery of prototype batteries, in the case of customization design services. We also receive government grants from time to time, which we present as a component of revenue. We recognize government grants in the period when we comply with the conditions associated with the grants, if there are any, and other conditions such as when we incur costs associated with the grants, and when we have the right to receive the payment.
Current wording
We generate revenue from the (i) sale of finished battery products and (ii) arrangements for customization design services. The customization design services generally include designing and developing custom batteries by applying our existing technology into a customer’s required specifications and delivery of prototype batteries. We recognize revenue at the point in time when control is transferred to the customers, which is generally (i) upon shipment, in the case of sale of finished battery products, and (ii) upon completion and/or delivery of prototype batteries, in the case of customization design services. We also receive government grants from time to time, which we present as a component of revenue. We recognize and measure government grants at fair value when there is a reasonable assurance that we will comply with the conditions of the grants and we will receive the grants. We recognize government grants on a systematic basis over the periods in which we recognize as expenses the related costs for which the grants are intended to compensate.
Previous wording
Cost of revenue, which includes the cost of finished goods sold and the cost of customization design services, are comprised primarily of costs of raw materials, labor costs, allocation of overhead costs incurred in producing batteries or performing the customization development work, and purchase costs of SiCore batteries from Berzelius and our toll manufacturing partners. Labor costs consist of personnel-related expenses such as salaries, employee benefits and stock-based compensation expense. Overhead and other costs consist primarily of outside services, utilities, rent, depreciation expense and other facilities-related costs. Costs related to batteries and design services are recognized in the same period as the associated revenue is recognized. In addition, we include under cost of revenue certain non-capitalizable expenses incurred during the preliminary stage of our plan to construct a GWh-scale manufacturing facility in Brighton, Colorado, such as re-zoning costs and engineering studies. We expect that our cost of revenue will increase for the foreseeable future as we ramp up manufacturing in our existing facility and increase our volume of orders for SiCore batteries.
Current wording
Cost of revenue, which includes the cost of finished goods sold and the cost of customization design services, are comprised primarily of purchase costs of SiCore batteries from Berzelius and our global contract manufacturing partners, costs of raw materials, labor costs, and allocation of overhead costs incurred in producing SiMaxx batteries or in performing the customization design services. Labor costs consist of personnel-related expenses such as salaries, employee benefits and stock-based compensation expense. Overhead and other costs consist primarily of outside services, utilities, rent, depreciation expense and other facilities-related costs. Costs related to batteries and design services are recognized in the same period as the associated revenue is recognized. In addition, we include under cost of revenue certain non-capitalizable expenses incurred during the preliminary stage of our plan to construct a GWh-scale manufacturing facility in Brighton, Colorado, such as re-zoning costs and engineering studies. We expect that our cost of revenue will increase for the foreseeable future as we increase the volume of orders for SiCore batteries and scale our business.
Previous wording
Selling, general and administrative expenses consist mainly of personnel-related expenses such as salaries, employee benefits and stock-based compensation expense of our executive and administrative employees, as well as fees for professional and advisory services such as legal, accounting and audit. Selling, general and administrative expenses also include corporate insurance expense, including directors’ and officers’ insurance costs, and allocation of overhead costs, which include utilities, rent, depreciation expense and other facilities-related costs. We expect that our selling, general and administrative expenses will increase for the foreseeable future primarily due to costs for compliance-related requirements resulting from being a public company and investment in additional sales, general and administrative personnel to support the growth of our business.
Current wording
SG&A expenses consist mainly of personnel-related expenses such as salaries, employee benefits and stock-based compensation expense of our executive and administrative employees, as well as fees for professional and advisory services such as legal, accounting and audit. Selling, general and administrative expenses also include corporate insurance expense, including directors’ and officers’ insurance costs, and allocation of overhead costs, which include utilities, rent, depreciation expense and other facilities-related costs. We expect that our selling, general and administrative expenses will increase for the foreseeable future primarily due to costs for compliance-related requirements resulting from being a public company and investment in additional SG&A personnel to support the growth of our business.
Previous wording
Comparison of the Three and Nine Months Ended September 30, 2024 to the Three and Nine Months Ended September 30, 2023
Current wording
Comparison of the Three Months Ended March 31, 2025 to the Three Months Ended March 31, 2024
Previous wording
The following table summarizes our results of operations during the three and nine months ended September 30, 2024 and 2023 (in thousands, except percentage data):
Current wording
The following table summarizes our results of operations during the three months ended March 31, 2025 and 2024 (in thousands, except percentage data):
Previous wording
Revenue increased by $5.1 million, or 181%, to $7.9 million during the three months ended September 30, 2024 from $2.8 million during the same period last year due primarily to the $3.9 million increase in sales of batteries, including the $3.2 million increase in sales of SiCore batteries, resulting from an increase in the volume of orders from new and existing customers, as well as the $0.9 million increase in non-recurring customization design service revenue and a $0.3 million increase in revenue from government grants.
Current wording
Revenue increased by $8.9 million, or 383%, to $11.3 million during the three months ended March 31, 2025 from $2.3 million during the same period last year primarily due to a $8.6 million increase in sales of batteries, driven by sales of our SiCore batteries, the increase in new customers and the overall increase in volume of orders from new and existing customers; and a $0.3 million increase in government grants.
Previous wording
Cost of revenue increased by $5.9 million, or 84%, to $13.0 million, and by $13.7 million, or 86%, to $29.6 million during the three and nine months ended September 30, 2024, respectively, compared to the same periods last year. The increase was primarily due to increases in the volume of purchases of finished SiCore batteries for resale, increases in the cost of materials and personnel-related costs to produce SiMaxx products, and costs from the allocation of overhead, primarily shared-facility costs, equipment and utility costs.
Current wording
Cost of revenue increased by $6.9 million, or 101%, to $13.6 million during the three months ended March 31, 2025, from $6.8 million during the same period last year. The increase was primarily due to purchases of SiCore batteries to support the 383% increase in sales discussed above as well as the increase in costs to produce SiMaxx batteries including increases in personnel-related costs, shipping and handling costs, and other overhead-related costs, primarily shared-facility costs.
Previous wording
Research and development expense increased by $1.0 million, or 123%, to $1.8 million, and by $2.7 million, or 112%, to $5.1 million, during the three and nine months ended September 30, 2024, respectively, compared to the same periods last year primarily due to the increase in personnel-related costs, including stock-based compensation expense, and materials used in ongoing research and development activities.
Current wording
Research and development expense increased by $0.4 million, or 27%, to $2.0 million during the three months ended March 31, 2025 from $1.6 million during the same period last year primarily due to the increase in R&D headcount, which resulted from the increase in personnel-related costs, including stock-based compensation expense.
Previous wording
Selling, general and administrative expense increased by $0.3 million, or 7%, to $4.3 million during the three months ended September 30, 2024 compared to the same period last year primarily due to a $0.6 million increase in personnel-related costs, including an increase in stock-based compensation expense, due to the hiring of additional personnel, offset by a $0.3 million decrease in non-recurring professional fees and corporate insurance costs, including a decrease in directors’ and officers’ insurance costs.
Current wording
Selling, general and administrative expense increased by $1.0 million, or 24%, to $5.3 million during the three months ended March 31, 2025 from $4.3 million during the same period last year primarily due to a $0.6 million increase in personnel-related costs including stock-based compensation expense due to the hiring of additional personnel, as well as a $0.4 million increase in non-recurring professional fees and other administrative costs.
Previous wording
Other income, net, which consisted primarily of interest income, decreased by $0.2 million and by $0.7 million during the three and nine months ended September 30, 2024, respectively, compared to the same periods last year primarily due to the utilization of our interest-bearing funds for operations.
Current wording
Other income, net, which consisted primarily of interest income, decreased by $0.1 million during the three months ended March 31, 2025 compared to the same period last year primarily due to the utilization of our interest-bearing funds for operations.
Previous wording
During the three and nine months ended September 30, 2024 and 2023, we have financed our operations primarily though revenue generated from operations and proceeds from the issuance of shares of our common stock. We expect to rely on our cash and cash equivalents, which was$35.0 million as of September 30, 2024, and cash flows from operations to meet our working capital and capital expenditure requirements for a period of at least twelve months from the date our financial statements included in this Quarterly Report on Form 10-Q are issued.
Current wording
During the three months ended March 31, 2025 and 2024, we have financed our operations primarily through revenue generated from operations and proceeds from the issuance of shares of our common stock. We expect to rely on our cash and cash equivalents, which was$48.4 million as of March 31, 2025, and revenue that we expect to generate from operations to meet our working capital and capital expenditure requirements for a period of at least twelve months from the date our financial statements included in this Quarterly Report on Form 10-Q are issued.
Previous wording
As described further below, we may receive additional funds when we sell shares of our common stock under the At Market Financing and if our stock warrants are exercised for cash.
Current wording
As described below, we may receive additional cash if we sell shares of our common stock under the At Market Financing and if our stock warrants are exercised for cash.
Previous wording
Under the At Market Financing, we may receive additional funds from the offering and sale of our shares of our common stock with an aggregate offering price of not more than $100.0 million. During the nine months ended September 30, 2024 and from the date of the Sales Agreement through September 30, 2024, we sold shares of our common stock under the At Market Financing resulting in aggregate net proceeds of approximately $10.9 million and $11.2 million, respectively. Future sales, if any, of shares of common stock under the At Market Financing will depend on a variety of factors to be determined by us from time to time, including, among other things, market conditions, the trading price of our common stock and determinations by us as to appropriate sources of funding for our business and operations. We cannot guarantee the extent to which we may be able to raise funds through the At Market Financing.
Current wording
Under the At Market Financing, we may receive additional cash from the offering and sale of our 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 $100.0 million, the cumulative proceeds from the sales of shares of our common stock under the Sales Agreement totaled $42.2 million. As of March 31, 2025, the remaining cash that we could potentially raise under the At Market Financing was approximately $57.8 million. However, future sales, if any, of shares of common stock under the At Market Financing will depend on a variety of factors to be determined by us from time to time, including, among other things, market conditions, the trading price of our common stock and determinations by us as to appropriate sources of funding for our business and operations. We cannot guarantee the extent to which we may be able to raise funds through the At Market Financing.
Previous wording
We may also receive additional funds from our outstanding stock warrants if those stock warrants are exercised for cash. On May 13, 2024, we offered the holders of the public and private warrants the opportunity to exercise, for cash, their warrants at a temporarily reduced exercise price of$1.10 per warrant. Net proceeds from such cash tender offer, which expired on June 11, 2024, totaled $13.6 million. In addition, we made a separate tender offer to the holders of private warrants to exchange their warrants, on a cashless basis, for shares of our common stock. A total of 15.6 million private warrants were exercised in exchange for a total of 3.1 million shares of our common stock under such cashless tender offer, which expired on July 23, 2024. As of September 30, 2024, we had a total of 16.7 million public warrants, 0.3 million private warrants and 2.1 million PIPE warrants outstanding. The exercise price of our public warrants and private warrants is $11.50 per warrant, and the exercise price of the PIPE warrants is $12.50 per warrant, although we have, and, in certain cases, together with the warrant agent have, the ability to amend the applicable warrant agreement to reduce the exercise price, including to a price that is below the trading price of our common stock at that time. The likelihood that warrant holders will exercise the warrants and any cash proceeds that we would receive is dependent upon market conditions.
Current wording
We may also receive additional funds from our outstanding stock warrants if those stock warrants are exercised for cash. During the year ended December 31, 2024, we offered the holders of the public and private warrants the opportunity to exercise, for cash, their warrants at a temporarily reduced exercise price of $1.10 per warrant, and we also made a separate tender offer to the holders of private warrants to exchange their warrants, on a cashless basis, for shares of our common stock. The net proceeds from our cash tender offer, which expired on June 11, 2024, totaled $13.6 million. As of March 31, 2025, we had a total of 16,692,572 public warrants, 300,000 private warrants and 2,052,500 PIPE warrants outstanding. The exercise price of our public warrants and private warrants is $11.50 per warrant, and the exercise price of the PIPE warrants is $12.50 per warrant, although we have, and, in certain cases, together with the warrant agent have, the ability to amend the applicable warrant agreement to reduce the exercise price, including to a price that is below the trading price of our common stock at that time. We believe that the likelihood that warrant holders will exercise the warrants and any cash proceeds that we would receive is dependent upon market conditions.
Previous wording
As of September 30, 2024, our contractual obligations consisted primarily of our noncancellable operating lease agreements for our corporate headquarters and manufacturing facilities in Fremont, California and in Brighton, Colorado. As of September 30, 2024, the total future minimum lease payable, net of tenant improvement allowance, over the remaining weighted-average lease term of 13.7 years was approximately $70.4 million. Approximately $3.0 million is payable over the next twelve months before adjusting such amount for the tenant improvement allowance. For additional information about our leases, please refer to Note 9 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Current wording
As of March 31, 2025, our contractual obligations consisted primarily of our non-cancellable operating lease agreements for our corporate headquarters and manufacturing facilities in Fremont, California and in Brighton, Colorado. As of March 31, 2025, the total future minimum lease payable, net of tenant improvement allowance, over the remaining weighted-average lease term of 13.2 years was approximately $69.1 million. Approximately $3.8 million of which is payable over the next twelve months. Please refer to Note 9 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information about our leases.
Previous wording
To the extent that our resources are insufficient to satisfy our cash requirements, we may need to seek additional equity or debt financing. If financing is not available, or if the terms of financing are less desirable than we expect, we may be forced to take actions to reduce our capital or operating expenditures, including by reducing or delaying our production facility expansion, which may adversely affect our business, operating results, financial condition and prospects. For example, because we expect to expand through a Copy Exact methodology, to the extent we have less cash than expected and additional financing is unavailable on acceptable terms, we expect that we would reduce the initial production capacity of our large-scale facility and thereafter add capacity as appropriate. Any such reduction or delay may have an adverse impact on our business plan and our results of operations.
Current wording
To the extent that our resources are insufficient to satisfy our cash requirements, we may need to seek additional equity or debt financing. If financing is not available, or if the terms of financing are less desirable than we expect, we may be forced to take actions to reduce our capital or operating expenditures, including by reducing or delaying our production capacity expansion, which may adversely affect our business, operating results, financial condition and prospects.
Previous wording
Our primary source of cash provided by operations is revenue from the sale of batteries and from non-recurring customization design services. Our uses of cash in our operating activities primarily include payments for personnel-related costs, procurement of SiCore batteries, procurement of materials used to produce SiMaxx batteries and to conduct research, as well as professional fees, and other general corporate expenses.
Current wording
Our primary source of cash provided by operations is revenue from the sale of batteries and from government grants. Our uses of cash in our operating activities primarily include payments for personnel-related costs, procurement of SiCore batteries, procurement of materials used to produce SiMaxx batteries and to conduct research, as well as professional fees, and other general corporate expenses.
Previous wording
Net cash used in operating activities increased to $27.3 million during the nine months ended September 30, 2024 from $20.8 million during the same period last year primarily due to the increase in personnel-related costs as we hired additional employees.
Current wording
Net cash used in operating activities increased to $14.1 million during the three months ended March 31, 2025 from $9.8 million during the same period last year primarily due to the timing of cash received from our customers for the sale of SiCore batteries and paying our suppliers and other creditors as well as the increase due to higher personnel-related costs related to newly hired employees.
Previous wording
Net cash used in investing activities decreased to $6.8 million during the nine months ended September 30, 2024 from $11.8 million during the same period last year primarily due to the construction of leasehold improvements in our manufacturing facilities in the prior year period and the timing of purchases of production equipment as we continue to expand our manufacturing capacity.
Current wording
Net cash used in investing activities decreased to $0.9 million during the three months ended March 31, 2025 from $3.9 million during the same period last year primarily due the timing of the construction of leasehold improvements in our manufacturing facilities and the timing of purchases of other production equipment in connection with our Fremont expansion.
Previous wording
There have been no changes to our critical accounting estimates during the nine months ended September 30, 2024.
Current wording
There have been no changes to our critical accounting estimates during the three months ended March 31, 2025.