ampx-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM 10-Q

_______________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-41314

_______________________

AMPRIUS TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

_______________________


Delaware						98-1591811
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1180 Page Avenue, Fremont, California						94538
(Address of Principal Executive Offices)						(Zip Code)

(800) 425-8803

Registrant's telephone number, including area code

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.0001 par value	AMPX	The New York Stock Exchange
Redeemable warrants, each exercisable for one share of common stock at an exercise price of $11.50	AMPX.W	The New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of May 1, 2025, the registrant had 120,546,077 shares of common stock, par value $0.0001, outstanding.

Table of Contents


			Page
Cautionary Note Regarding Forward-Looking Statements			1
Part I - Financial Information			3
Item 1. Financial Statements (Unaudited)			3
Condensed Consolidated Balance Sheets			3
Condensed Consolidated Statements of Operations			4
Condensed Consolidated Statements of C omprehensive Loss			5
Condensed Consolidated Statements of Stockholders’ Equity			6
Condensed Consolidated Statements of Cash Flows			7
Notes to Condensed Consolidated Financial Statements			8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			18
Item 3. Quantitative and Qualitative Disclosures About Market Risk			25
Item 4. Controls and Procedures			26
Part II - Other Information			27
Item 1. Legal Proceedings			27
Item 1A. Risk Factors			27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			56
Item 3. Defaults Upon Senior Securities			56
Item 4. Mine Safety Disclosures			56
Item 5. Other Information			56
Item 6. Exhibits			57
Signatures			58

Table of Contents

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this Quarterly Report on Form 10-Q of Amprius Technologies, Inc. (hereafter referred to as “Amprius,” the “Company,” “we,” “us,” or “our”) and in documents incorporated herein by reference may constitute “forward-looking statements” for purposes of the federal securities laws. Such forward-looking statements include, but are not limited to, statements regarding our expectations, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Quarterly Report on Form 10-Q may include, for example, statements about:

•our financial and business performance, including financial and business metrics;

•changes in our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;

•our ability to add manufacturing capacity and the costs and timing to add such capacity;

•the expected addressable market for our products;

•developments relating to our competitors and industry;

•our expectations regarding our ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

•our ability to develop a high-volume manufacturing line and otherwise scale in a cost-effective manner;

•our future capital requirements and sources and uses of cash;

•our ability to obtain funding for our operations; and

•our business, expansion plans and opportunities.

These forward-looking statements are based on information available as of the date of this Quarterly Report on Form 10-Q, including current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

•our ability to execute our business model, including scaling production and increasing the addressable market for our products and services;

•our ability to raise capital;

•the ability to maintain the listing of our securities on the New York Stock Exchange (the “NYSE”);

•the effect of macroeconomic factors, such as increased tariffs and related retaliatory actions, trade barriers, economic downturns, and other business interruptions affecting the global economy and capital markets, such as uncertainty in the global markets, inflation, recessionary trends, or changes in spending by government agencies and contractors;

Table of Contents

•the possibility that we may be adversely affected by other economic, business or competitive factors, including supply chain interruptions and developments in alternative technologies, and may not be able to manage other risks and uncertainties;

•the outcome of any legal proceedings that may be instituted against us;

•changes in applicable laws or regulations;

•the effect of other macroeconomic factors, such as abrupt political change, geopolitics, currency fluctuations, embargoes, shortages, terrorist activity, armed conflict and public health emergencies, on our business; and

•other risks and uncertainties described in this Quarterly Report on Form 10-Q, including risk factors discussed in Part II, Item 1A under the heading, “Risk Factors.”

Table of Contents

Part I - Financial Information

Item 1. Financial Statements

AMPRIUS TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	March 31,		December 31,
(In thousands, except share and par value data)	2025		2024
ASSETS
Current assets:
Cash and cash equivalents	$	48,417	$	55,155
Accounts receivable, net	10,396		5,580
Inventories	4,003		6,574
Prepaid expenses and other current assets	3,307		1,454
Total current assets	66,123		68,763
Non-current assets:
Property, plant and equipment, net	17,950		17,481
Operating lease right-of-use assets, net	33,067		33,512
Other assets	1,332		1,369
Total assets	$	118,472	$	121,125
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	6,225	$	7,424
Accrued and other current liabilities	2,321		4,832
Deferred revenue	1,778		1,638
Operating lease liabilities	3,636		3,316
Total current liabilities	13,960		17,210
Non-current liabilities:
Operating lease liabilities	34,116		34,443
Total liabilities	48,076		51,653
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock; $0.0001 par value; 50,000,000 shares authorized; no shares issued and outstanding	—		—
Common stock; $0.0001 par value; 950,000,000 shares authorized; 120,546,077 and 116,934,314 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively	12		12
Additional paid-in capital	254,093		243,794
Accumulated other comprehensive loss	(4)		—
Accumulated deficit	(183,705)		(174,334)
Total stockholders’ equity	70,396		69,472
Total liabilities and stockholders’ equity	$	118,472	$	121,125

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

AMPRIUS TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three months ended March 31,
(In thousands, except share and per share data)	2025		2024
Revenue	$	11,284	$	2,336
Cost of revenue	13,645		6,781
Gross loss	(2,361)		(4,445)
Operating expenses:
Research and development	2,003		1,581
Selling, general and administrative	5,307		4,293
Total operating expenses	7,310		5,874
Loss from operations	(9,671)		(10,319)
Other income, net	300		433
Net loss	$	(9,371)	$	(9,886)
Weighted-average common shares outstanding:
Basic and diluted	117,969,812		90,029,320
Net loss per share of common stock:
Basic and diluted	$	(0.08)	$	(0.11)

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

AMPRIUS TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)


	Three months ended March 31,
(In thousands)	2025		2024
Net loss	$	(9,371)	$	(9,886)
Other comprehensive loss:
Change in foreign currency translation adjustment	(4)		—
Comprehensive loss	$	(9,375)	$	(9,886)

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

AMPRIUS TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)


	Three months ended March 31, 2025
	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders’ Equity
(In thousands, except share data)	Shares	Amount
Balance as of December 31, 2024	116,934,314	$	12	$	243,794	$	—	$	(174,334)	$	69,472
Issuance of common stock in connection with the At Market Issuance Sales Agreement, net of issuance cost	2,585,646	—		8,429		—		—		8,429
Issuance of common stock upon exercise of stock options and vesting of restricted stock units	1,026,117	—		48		—		—		48
Stock-based compensation	—	—		1,822		—		—		1,822
Net loss	—	—		—		—		(9,371)		(9,371)
Other comprehensive loss	—	—		—		(4)		—		(4)
Balance as of March 31, 2025	120,546,077	$	12	$	254,093	$	(4)	$	(183,705)	$	70,396


	Three months ended March 31, 2024
	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders’ Equity
(In thousands, except share data)	Shares	Amount
Balance as of December 31, 2023	88,869,463	$	9	$	189,454	$	—	$	(129,663)	$	59,800
Issuance of common stock in connection with the At Market Issuance Sales Agreement, net of issuance cost	2,853,266	—		8,746		—		—		8,746
Issuance of common stock upon exercise of stock options and vesting of restricted stock units	551,436	—		28		—		—		28
Stock-based compensation	—	—		1,247		—		—		1,247
Net loss	—	—		—		—		(9,886)		(9,886)
Balance as of March 31, 2024	92,274,165	$	9	$	199,475	—		$	(139,549)	$	59,935

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

AMPRIUS TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three months ended March 31,
(In thousands)	2025		2024
Cash flows from operating activities:
Net loss	$	(9,371)	$	(9,886)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	1,822		1,247
Depreciation and amortization	943		1,017
Non-cash operating lease expense	1,286		1,286
Other non-cash items	275		—
Changes in operating assets and liabilities:
Accounts receivable, net	(5,092)		(177)
Inventories	2,571		(128)
Deferred costs	—		(148)
Prepaid expenses and other current assets	(1,653)		(719)
Other assets	10		9
Accounts payable	(1,697)		352
Accrued and other current liabilities	(2,512)		(2,163)
Deferred revenue	140		(191)
Operating lease liabilities	(848)		(278)
Net cash used in operating activities	(14,126)		(9,779)
Cash flows from investing activities:
Purchase of property, plant and equipment	(913)		(3,896)
Net cash used in investing activities	(913)		(3,896)
Cash flows from financing activities:
Proceeds from issuance of common stock in connection with the At Market Issuance Sales Agreement	8,457		8,131
Proceeds from exercise of stock options	48		28
Net cash provided by financing activities	8,505		8,159
Net decrease in cash, cash equivalents and restricted cash equivalents	(6,534)		(5,516)
Effect of exchange rate changes on cash, cash equivalents and restricted cash equivalents	(4)		—
Cash, cash equivalents and restricted cash equivalents, beginning of period	56,411		45,817
Cash, cash equivalents and restricted cash equivalents, end of period	$	49,873	$	40,301

Reconciliation of cash, cash equivalents and restricted cash equivalents shown on the condensed consolidated balance sheets:
Cash and cash equivalents	$	48,417	$	39,045
Restricted cash equivalents included in prepaid expenses and other current assets	200		—
Restricted cash equivalents included in other assets	1,256		1,256
Total cash, cash equivalents and restricted cash equivalents	$	49,873	$	40,301

Supplemental non-cash investing and financing activities:
Unpaid purchases of property, plant and equipment	$	546	$	163

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

AMPRIUS TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Overview

Company Background and Nature of Operations

Liquidity and Capital Resources

As of March 31, 2025, we had cash and cash equivalents of $48.4 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 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. We may also receive additional funds if our stock warrants are exercised for cash.

Since our inception, we have incurred recurring losses and negative cash flows from operations. During the three months ended March 31, 2025, we incurred a net loss of $9.4 million and at March 31, 2025, our accumulated deficit was $183.7 million. We expect to incur additional losses in the future as we scale our business and increase our operating expenditures, including our research and development spend. We may 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 significant changes in the United States’ trade policy, such as the imposition or plan to impose tariffs on certain product categories imported from China and other countries. These countries have taken or may plan to take retaliatory actions, including imposing additional tariffs on the importation of a wide range of products from the United States, which could potentially lead to adverse impacts on global trade. In addition, such events could cause inflation or general economic and geopolitical uncertainty, including the recent economic uncertainty and volatility, any of which could negatively impact our operations, or those of our customers, suppliers and manufacturers. We also face risks related to 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 global risks did not have a significant adverse impact on us as of March 31, 2025, the extent and future outcome of such risks are highly unpredictable and uncertain and may adversely affect our future financial condition, results of operations and cash flows.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation and 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.

Table of Contents

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, 2024, 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 20, 2025, 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 unaudited 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, results of operations, comprehensive loss, changes in stockholders’ equity, and cash flows as of and for the periods presented. The financial data and other financial information disclosed in the notes to these condensed consolidated financial statements are also unaudited. The results of operations for the interim periods presented, 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 the fair value of stock option grants using the Black-Scholes option-pricing model.

Fair Value Measurements

We had money market funds totaling $24.2 million and $23.5 million as of March 31, 2025 and December 31, 2024, 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.

Table of Contents

We did not have assets or liabilities measured at fair value on a recurring basis using Level 2 or Level 3 inputs as of March 31, 2025 and December 31, 2024.

There were no transfers of financial instruments between Level 1, Level 2 and Level 3 during the three months ended March 31, 2025 and 2024.

Restricted Cash Equivalents

Restricted cash equivalents, which are included within prepaid expenses and other current assets and other assets in the accompanying condensed consolidated balance sheets, consist of cash deposits required to satisfy the insurance bond requirement for our importation of goods and the letter of credit requirements under our lease agreements. Restricted cash equivalents included within prepaid expenses and other current assets and other assets in the accompanying condensed consolidated balance sheets were $0.2 million and $1.3 million, respectively, as of March 31, 2025. Restricted cash equivalents included within other assets in the accompanying condensed consolidated balance sheets was $1.3 million as of December 31, 2024.

Concentration of Risk

Credit Risk

Financial instruments that potentially subject us to concentration of credit risk consist of cash, cash equivalents, restricted cash equivalents and accounts receivable.

We maintain our cash, cash equivalents and restricted cash equivalents with major financial institutions that may at times exceed federally insured limits. We have not experienced losses on our financial assets held in these financial institutions. Management believes that these financial institutions are financially sound with minimal credit risk.

Many of our customers are in the aviation industry, although our batteries have applications across all segments of electric mobility. As of March 31, 2025 and December 31, 2024, there were four and two customers that represented approximately 71% and 50% of our total accounts receivable, respectively. An adverse impact in the aviation industry may adversely affect our relationship with our customers, which could affect our future financial condition, results of operations and cash flows.

Supply Risk

We are dependent on Berzelius (Nanjing) Co., Ltd., a former affiliated company, and our contract manufacturing partners, to manufacture the batteries for one of our primary commercial battery platforms. The inability of these suppliers to provide manufacturing services or deliver batteries on time may cause a delay in fulfilling our customers’ orders, which could adversely impact our business, financial condition and results of operations.

Segment Reporting and Geographic Data

We have a single operating and reportable segment; that is, the battery business. Our battery business derives revenue from the sale of finished battery products and from providing customization services of our batteries. Our Chief Executive Officer is our Chief Operating Decision Maker (“CODM”).

Our CODM assesses performance of our battery business and decides how to allocate resources based on the battery business’ profit, if any, or loss. Our measure of segment profit or loss is the consolidated net income or net loss, which is also reported as such in the accompanying condensed consolidated statements of operations. Our CODM measures segment profit or loss by comparing the actual consolidated net income or net loss to expectations. Since we only have a single operating and reportable segment, our CODM is provided segment expense information that is based on the expense categories shown in the accompanying condensed consolidated statements of operations. Depreciation and amortization expenses, which are disclosed in Note 5 below, are included within cost of revenue, research and development expenses, and selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. Other segment items within the segment profit or loss consist primarily of interest income, which is shown within other income, net in the accompanying condensed consolidated statements of operations.

Our CODM does not measure segment assets for the purposes of allocating resources to, and assessing the performance of, our battery business.

The following table shows our revenue by geographic area based on the delivery location of our battery products and services (in thousands):

Table of Contents


	Three months ended March 31,
	2025		2024
United States	$	1,922	$	822
Rest of the world	9,362		1,514
Total	$	11,284	$	2,336

All of our property, plant and equipment are geographically located in the United States.

During the three months ended March 31, 2025 and 2024, we generated revenue from three major customers who individually represented more than 10% of our revenue. Revenue from each of the three major customers during the three months ended March 31, 2025 was (i) $2.9 million, (ii) $2.8 million, and (iii) $1.6 million, respectively. Revenue from each of the three major customers during the three months ended March 31, 2024 was (i) $0.5 million, (ii) $0.5 million, and (iii) $0.3 million, respectively.

Foreign Currency

We determine the functional and reporting currency of our foreign subsidiary based on the primary currency in which it operates. In cases where the functional currency is not the U.S. dollar, the financial statements of our foreign subsidiary are translated into U.S. dollars using the exchange rate in effect as of the balance sheet date for assets and liabilities, and the weighted-average exchange rate during the period for revenue, cost and expenses. The translation gain (loss) is recorded as accumulated other comprehensive income (loss) within the stockholders’ equity.

Foreign currency gains or losses, which were de minimis during the three months ended March 31, 2025 and 2024, resulting from the effect of exchange rate changes on transactions and remeasurement of monetary assets and liabilities denominated in foreign currencies are recorded as other income (expense), net within the accompanying consolidated statements of operations.

Significant Accounting Policies

As of March 31, 2025, 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, 2024.

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40). This ASU requires entities to disclose, in the notes to the financial statements, (i) amounts of (a) purchases of inventory, (b) employee compensation and (c) depreciation; (ii) include certain amounts that are already required to be disclosed under current U.S. GAAP in the same disclosure as the other disaggregation requirements; (iii) a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively; and (iv) the total amount of selling expenses and, in annual reporting periods, a definition of selling expenses. In March 2025, the FASB issued ASU 2025-02 to amend the effective date of ASU No. 2024-03 to clarify that all public entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. 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 disclosures.

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.

Table of Contents

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. The table below shows the composition of revenue from customers, as disaggregated by type of arrangement in accordance with Topic 606, and other revenue, which consisted of government grants that were accounted for following the accounting standards from International Accounting Standards 20, Accounting for Government Grants and Disclosure of Government Assistance (in thousands).


	Three months ended March 31,
	2025		2024
Revenue from customers:
Sale of battery products	$	10,984	$	2,336
Other revenue – government grants	300		—
Total revenue	$	11,284	$	2,336

Revenue from the sale of battery products also includes bill-and-hold arrangements, which were $5.4 million and $0.2 million during the three months ended March 31, 2025 and 2024, respectively.

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 $10.4 million, $5.6 million and $1.3 million as of March 31, 2025, December 31, 2024 and December 31, 2023, 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 had no contract assets as of both March 31, 2025 and December 31, 2024.

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 $1.8 million, $1.6 million and $3.4 million as of March 31, 2025, December 31, 2024 and December 31, 2023, respectively. Deferred revenue balances fluctuate due to timing of the billings made versus revenue being recognized upon transfer of control. During the three months ended March 31, 2025 and 2024, revenue recognized from the prior year deferred revenue balance was $0.3 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 March 31, 2025, 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 $36.8 million. Given the applicable contract terms, the Company expects all of the remaining performance obligations to be recognized as revenue within one year. 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.

Table of Contents

Note 4. Inventories

Inventories consisted of the following (in thousands):


	March 31,		December 31,
	2025		2024
Raw materials	$	171	$	146
Work in process	174		117
Finished goods	3,658		6,311
Inventories	$	4,003	$	6,574

Note 5. Property, Plant and Equipment, Net

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


	March 31,		December 31,
	2025		2024
Production equipment	$	8,427	$	7,474
Lab equipment	1,921		1,921
Leasehold improvements	11,555		11,555
Furniture, fixtures and other equipment	300		300
Construction in progress	8,678		8,219
Property, plant and equipment, at cost	30,881		29,469
Less: accumulated depreciation and amortization	(12,931)		(11,988)
Property, plant and equipment, net	$	17,950	$	17,481

Construction in progress consists primarily of production and other equipment that have not been placed in service as of March 31, 2025 and December 31, 2024.

Depreciation and amortization expense was $0.9 million and $1.0 million during the three months ended March 31, 2025 and 2024, respectively.

Note 6. Accrued and Other Current Liabilities

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


	March 31,		December 31,
	2025		2024
Accrued compensation and benefits	$	1,713	$	3,428
Accrued professional fees	200		418
Accrued purchases of finished goods for resale	65		783
Other	343		203
Total accrued and other current liabilities	$	2,321	$	4,832

Note 7. Stockholders’ Equity

Common Stock and Preferred Stock

As of March 31, 2025, 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 to one 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 March 31, 2025.

Table of Contents

Equity Incentive Plans

As of March 31, 2025, our Equity Incentive Plans consisted of the following: (i) the 2022 Equity Incentive Plan (the “2022 Plan”), (ii) the 2016 Equity Incentive Plan (the “2016 Plan”) and (iii) Amprius, Inc.’s (“Amprius Holdings”) the 2008 Stock Plan and the Second Equity Incentive Plan (the “Amprius Holdings Plans”), which we assumed from Amprius Holdings on October 23, 2024, collectively referred herein as “Equity Incentive Plans.”

2022 Plan. The 2022 Plan was adopted effective September 14, 2022. The 2022 Plan authorizes awards in the form of stock options, stock appreciation rights, restricted stock, RSUs, or performance awards and may be granted to directors, employees or consultants. As of March 31, 2025, the total number of shares reserved for issuance, including shares issuable upon vesting of outstanding RSUs, under the 2022 Plan was 23,308,364. Such number of shares also include the annual increase in shares reserved pursuant to the evergreen provisions contained in the 2022 Plan and the number of shares from equity awards under the 2016 Plan that were cancelled, expired or otherwise terminated without having been exercised in full, were tendered to or withheld for payment of an exercise price or for tax withholding obligations, or were forfeited to or repurchased 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.

2016 Plan. The 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.

Amprius Holdings Plans. We assumed the Amprius Holdings Plans upon approval by our board of directors on October 23, 2024 when Amprius Holdings voluntarily liquidated and dissolved. The outstanding stock options under the Amprius Holdings Plans are exercisable with shares of our common stock. The Amprius Holdings Plans were already terminated. However, the Amprius Holdings Plans continue to govern the terms and conditions of the outstanding awards previously granted under the Amprius Holdings Plans.

As of March 31, 2025, all grants made under our Equity Incentive Plans had been stock options or Restricted Stock Units (“RSUs”).

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 of four years.

As of March 31, 2025, the total unrecognized stock-based compensation expense related to the unvested stock options was approximately $2.2 million, which we expect to recognize over a weighted-average period of 1.3 years.

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 March 31, 2025, the total unrecognized stock-based compensation expense related to the unvested RSUs was approximately $14.7 million, which we expect to recognize over a weighted-average period of 3.1 years.

Common Stock Warrants

Shown below is a summary of our outstanding stock warrants:


	Public warrants	Private warrants	PIPE warrants	Total
Outstanding, December 31, 2024	16,692,572	300,000	2,052,500	19,045,072
Exercise of stock warrants	—	—	—	—
Outstanding, March 31, 2025	16,692,572	300,000	2,052,500	19,045,072

Table of Contents

The outstanding public warrants and private warrants, which expire on September 14, 2027, are exercisable for one 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 NYSE and are redeemable by us when the price per share of our common stock equals or exceeds $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 outstanding 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.

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. 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.

The unamortized deferred stock issuance cost related to the Sales Agreement, which is included in other assets in the accompanying condensed consolidated balance sheets and will be charged proportionally against the proceeds from issuance of shares, was $0.1 million as of March 31, 2025.

Stock-Based Compensation

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


	Three months ended March 31,
	2025		2024
Cost of revenue	$	240	$	167
Research and development	254		170
Selling, general and administrative	1,328		910
Total stock-based compensation expense	$	1,822	$	1,247

Note 8. Income Taxes

We have no 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 March 31, 2025, we had non-cancelable operating leases for our corporate headquarters and manufacturing facilities located in Fremont, California and in Brighton, Colorado. Our Fremont, California lease, which expires in June 2027, provides us with an option to extend the term for one additional 5-year period and we determined with reasonable certainty that we will exercise such option. Our Brighton, Colorado lease, which expires in May 2039, provides us with an option to extend the term for two 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 had no leases that were classified as finance leases as of March 31, 2025 and December 31, 2024.

Table of Contents

The components of lease expense during the three months ended March 31, 2025 and 2024 are shown in the table below (in thousands):


	Three months ended March 31,
	2025		2024
Operating lease expense	$	1,286	$	1,286
Variable lease expense	786		111
Short-term lease expense	23		22
Total lease expense	$	2,095	$	1,419

Other information about our operating leases during the three months ended March 31, 2025 and 2024 are shown in the table below (amounts in thousands):


	Three months ended March 31,
	2025			2024
Cash paid for amounts included in the measurement of operating lease liabilities	$	848		$	278
Weighted-average remaining lease term	13.2 years			14.2 years
Weighted-average discount rate	9.5		%	9.4		%

Future operating lease payments, net of tenant improvement allowance, as of March 31, 2025 are as follows (in thousands):


Year ending December 31:	Amount
Remainder of 2025	$	2,602
2026	2,534
2027	5,025
2028	5,185
2029	5,344
2030	5,509
Thereafter	42,931
Total lease payments, net of tenant improvement allowance	69,130
Less - present value adjustments	(31,378)
Total operating lease liabilities	$	37,752

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.

Table of Contents

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):


	Three months ended March 31,
	2025		2024
Numerator:
Net loss	$	(9,371)	$	(9,886)
Denominator:
Weighted-average number of common shares outstanding	117,969,812		90,029,320
Basic and diluted net loss per common share	$	(0.08)	$	(0.11)

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:


	March 31,
	2025	2024
Stock warrants	19,045,072	47,720,736
Stock options	17,214,921	12,237,297
RSUs	6,285,134	4,447,698
Total	42,545,127	64,405,731

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q. Some of the information contained in this discussion and analysis or set forth elsewhere in this Form 10-Q, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in this Form 10-Q, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

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, electric vehicle (“EV”) and light electric vehicle (“LEV”) 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. This results in our batteries providing superior performance compared to conventional graphite lithium-ion batteries. Our silicon anodes are a direct drop-in replacement of the graphite anode in traditional lithium-ion batteries, and our manufacturing processes leverage the manufacturing processes for conventional lithium-ion batteries and the related supply chain.

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 customers during the three 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.

We currently offer high performance silicon anode batteries under the following product platforms: (i) SiCore and (ii) SiMaxx.

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.

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.

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.

Table of Contents

At Market Issuance Sales Agreement (“Sales Agreement”)

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”).

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.

Known Trends, Demands, Commitments, Events, or Uncertainties Impacting Our Business

We believe that our performance and future success depends on several factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in the section titled “Risk Factors.”

Establishing Global Network of Contract Manufacturing Partnerships

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.

Establishing Manufacturing Capacity

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.

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.

Highly Competitive Market

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

Table of Contents

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.

We expect to continue investing in the development of battery technology with the goal of enabling commercial production. We continue to develop customized battery solutions and deliver standardized samples (i.e., prototypes) of batteries to industry leading manufacturers as well as to certain federal government agencies. We plan to focus our research and development on the following key areas:

•Improving battery life. To continue to meet the specific needs of our customers and drive adoption of our batteries in new areas of electrified transportation, including the EV space. We are working with chemical compounds as potential additives to the silane gas we use to produce our silicon anodes, which have demonstrated the potential to improve cycle life without negatively impacting other performance characteristics such as energy density.

•Further improvements to energy density. We are engaged in ongoing development activities to explore different cathode materials, including a conversion cathode, to further improve the energy density of our batteries.

•Larger cell form factors. The batteries we have developed and are developing for our customers are typically approximately up to 15Ah for small-sized aircraft. As we expand our customer base, we expect to develop larger form factor batteries for broader electrified transportation applications.

As a result of these efforts, our goal is to fully realize the benefits of our silicon anode technology and develop the highest performing products in the market.

Regulatory Landscape

We operate in an industry that is subject to many established environmental regulations, which have generally become more stringent over time. As we process, store, dispose of, transport, and use hazardous materials, we are subject to laws and regulations surrounding battery safety and transportation, as well as health and production safety laws and regulations governing hazardous materials. If we fail to comply with existing and future laws and regulations, our business and results of operations could be adversely affected, such as the imposition of fines, litigation, criminal charges, sanctions by regulators, or other liabilities. As future regulatory changes are uncertain, we are unable to measure the impact of such changes on our business and our results of operations.

Global Risks

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.

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 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.

Table of Contents

Components of Our Results of Operations

Revenue

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.

Cost of Revenue

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.

Research and Development (“R&D”) Expenses

R&D expenses consist mainly of personnel-related expenses such as salaries, employee benefits and stock-based compensation expense of our R&D personnel, outside contractors, materials, R&D equipment for which there is no alternative future use, and allocation of overhead costs, which include utilities, rent, depreciation expense and other facilities-related costs. Our R&D activities include the conceptual formulation and design of preproduction experimental prototypes and models. R&D expenses are expensed as incurred. We expect that our R&D expenses will increase for the foreseeable future as we continue to invest in activities to develop and enhance product capabilities, as well as build and test battery prototypes to meet the expected market demand.

Selling, General and Administrative (“SG&A”) Expenses

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.

Other Income, Net

Other income, net consists mainly of interest income.

Provision for Income Taxes

Our provision for income tax consists of an estimate for U.S. federal and state income taxes based on enacted rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities, and changes in tax law. We maintain a valuation allowance against the full value of our U.S. federal and state net deferred tax assets because it is not more likely that our deferred tax assets will be recoverable.

Table of Contents

Results of Operations

Comparison of the Three Months Ended March 31, 2025 to the Three Months Ended March 31, 2024

The following table summarizes our results of operations during the three months ended March 31, 2025 and 2024 (in thousands, except percentage data):


	Three months ended March 31,						Change
	2025			2024			$		%
Revenue	$	11,284		$	2,336		$	8,948	383	%
Cost of revenue	13,645			6,781			6,864		101	%
Gross loss	(2,361)			(4,445)			2,084		(47)	%
Gross margin	(21)		%	(190)		%			169	%
Operating expenses:
Research and development	2,003			1,581			422		27	%
Selling, general and administrative	5,307			4,293			1,014		24	%
Total operating expenses	7,310			5,874			1,436		24	%
Loss from operations	(9,671)			(10,319)			648		(6)	%
Other income, net	300			433			(133)		(31)	%
Net loss	$	(9,371)		$	(9,886)		$	515	(5)	%

Cost and operating expenses reported above include stock-based compensation as follows (in thousands, except percentage data):


	Three months ended March 31,				Change
	2025		2024		$		%
Cost of revenue	$	240	$	167	$	73	44	%
Research and development expense	254		170		84		49	%
Selling, general and administrative expense	1,328		910		418		46	%
Total stock-based compensation	$	1,822	$	1,247	$	575	46	%

Revenue

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.

Cost of Revenue

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.

Research and Development Expense

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.

Table of Contents

Selling, General and Administrative Expense

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.

Other Income, Net

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.

Liquidity and Capital Resources

Sources and Uses of Liquidity

Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations, including working capital needs, debt service, acquisitions, contractual obligations and other commitments. We assess liquidity in terms of our cash flows from operations and their sufficiency to fund our operating and investing activities. To meet our obligations, we must continually have sufficient liquid assets.

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.

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.

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.

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.

Our ability to become profitable is dependent upon future events, including obtaining adequate financing to fund our business plan, optimizing our manufacturing capacity, obtaining adequate supplier relationships, building our customer base, successfully executing our business and marketing strategy and hiring appropriate personnel.

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

Table of Contents

operating expenses as we increase our headcount and incur costs to continue developing new products and other R&D initiatives.

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.

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.

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.

Cash Flows

The following table summarizes our cash flows from operating, investing and financing activities for the periods presented (in thousands):


	Three months ended March 31,		Change
	2025	2024	$
Net cash used in operating activities

SEC Form 10-Q filed by Amprius Technologies Inc.