ampx-20230630

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 June 30, 2023


☐			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 001-04321

_______________________

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 and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting 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 August 4, 2023, the registrant had 86,274,697 shares of common stock, par value $0.0001, outstanding.

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			Page
Cautionary Note Regarding Forward-Looking Statements			1
Part I - Financial Information			2
Item 1. Financial Statements (Unaudited)			2
Condensed Consolidated Balance Sheets			2
Condensed Consolidated Statements of Operations			3
Condensed Consolidated Statements of Stockholders’ Equity			4
Condensed Consolidated Statements of Cash Flows			5
Notes to Condensed Consolidated Financial Statements			6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			17
Item 3. Quantitative and Qualitative Disclosures About Market Risk			26
Item 4. Controls and Procedures			27
Part II - Other Information			29
Item 1. Legal Proceedings			29
Item 1A. Risk Factors			29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			58
Item 3. Defaults Upon Senior Securities			58
Item 4. Mine Safety Disclosures			58
Item 5. Other Information			58
Item 6. Exhibits			59
Signatures			60

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Cautionary Note Regarding Forward-Looking Statements

Certain statements in this Quarterly Report on Form 10-Q of Amprius Technologies, Inc. (formerly known as Kensington Capital Acquisition Corp. IV, “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 develop a high-volume manufacturing line and otherwise scale in a cost-effective manner;

•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 future capital requirements and sources and uses of cash;

•our ability to obtain funding for our operations;

•our business, expansion plans and opportunities; and

•the outcome of any known and unknown litigation and regulatory proceedings.

These forward-looking statements are based on information available as of the date of this Quarterly Report on Form 10-Q, and 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.

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

•the ability to maintain the listing of our securities on the New York Stock Exchange;

•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;

•changes in applicable laws or regulations;

•the effect of macroeconomic factors, such as the military conflict between Russia and Ukraine, the COVID-19 pandemic and the U.S. trade environment, 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".

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Part I - Financial Information

Item 1. Financial Statements

AMPRIUS TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	June 30,		December 31,
(In thousands, except share and par value data)	2023		2022
ASSETS
Current assets:
Cash and cash equivalents	$	65,010	$	69,696
Accounts receivable	1,130		686
Inventories	503		500
Deferred costs	2,578		1,897
Prepaid expenses and other current assets	1,479		2,394
Total current assets	70,700		75,173
Non-current assets:
Property, plant and equipment, net	6,903		4,236
Operating lease right-of-use assets, net	7,744		2,751
Deferred costs	588		367
Other assets	702		644
Total assets	$	86,637	$	83,171
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	597	$	1,028
Accrued and other current liabilities	7,141		2,708
Deferred revenue	3,198		2,660
Operating lease liabilities	1,070		521
Total current liabilities	12,006		6,917
Non-current liabilities:
Deferred revenue	943		720
Operating lease liabilities	6,998		2,501
Total liabilities	19,947		10,138
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; 85,993,560 and 84,610,114 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively	9		8
Additional paid-in capital	178,118		165,912
Accumulated deficit	(111,437)		(92,887)
Total stockholders’ equity	66,690		73,033
Total liabilities and stockholders’ equity	$	86,637	$	83,171

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

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AMPRIUS TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three months ended June 30,				Six months ended June 30,
(In thousands, except share and per share data)	2023		2022		2023		2022
Revenue	$	1,632	$	691	$	2,311	$	2,801
Cost of revenue	4,664		2,055		8,860		5,266
Gross loss	(3,032)		(1,364)		(6,549)		(2,465)
Operating expenses:
Research and development	772		478		1,572		849
Selling, general and administrative	6,279		2,319		11,713		3,757
Total operating expenses	7,051		2,797		13,285		4,606
Loss from operations	(10,083)		(4,161)		(19,834)		(7,071)
Other income, net	635		7		1,284		39
Net loss	$	(9,448)	$	(4,154)	$	(18,550)	$	(7,032)
Weighted-average common shares outstanding:
Basic and diluted	85,216,827		65,776,550		84,932,542		65,775,545
Net loss per share of common stock:
Basic and diluted	$	(0.11)	$	(0.06)	$	(0.22)	$	(0.11)

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

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AMPRIUS TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)


	Six months ended June 30, 2023
	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ Equity
(In thousands, except share data)	Shares	Amount
Balance as of December 31, 2022	84,610,114	$	8	$	165,912	$	(92,887)	$	73,033
Issuance of common stock in connection with a stock purchase agreement, net of issuance cost	331,351	—		2,376		—		2,376
Exercise of stock options	30,000	—		2		—		2
Stock-based compensation	—	—		726		—		726
Net loss	—	—		—		(9,102)		(9,102)
Balance as of March 31, 2023	84,971,465	8		169,016		(101,989)		67,035
Issuance of common stock in connection with a stock purchase agreement, net of issuance cost	875,772	1		8,176		—		8,177
Exercise of stock options	146,223	—		1		—		1
Exercise of stock warrants	100	—		1		—		1
Stock-based compensation	—	—		924		—		924
Net loss	—	—		—		(9,448)		(9,448)
Balance as of June 30, 2023	85,993,560	$	9	$	178,118	$	(111,437)	$	66,690


	Six months ended June 30, 2022
	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ Equity
(In thousands, except share data)	Shares	Amount
Balance as of December 31, 2021	45,176,145	$	1	$	89,258	$	(75,401)	$	13,858
Retroactive conversion of common stock due to Business Combination	20,595,856	6		(6)		—		—
Balance as of December 31, 2021, as adjusted	65,772,001	7		89,252		(75,401)		13,858
Cumulative effect adjustment from the adoption of ASC 842	—	—		—		(154)		(154)
Exercise of stock options	4,549	—		8		—		8
Capital contributions from Amprius Holdings	—	—		247		—		247
Stock-based compensation	—	—		456		—		456
Net loss	—	—		—		(2,878)		(2,878)
Balance as of March 31, 2022	65,776,550	7		89,963		(78,433)		11,537
Exercise of stock options	—	—		—		—		—
Capital contributions from Amprius Holdings	—	—		258		—		258
Stock-based compensation	—	—		890		—		890
Net loss	—	—		—		(4,154)		(4,154)
Balance as of June 30, 2022	65,776,550	$	7	$	91,111	$	(82,587)	$	8,531

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

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AMPRIUS TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Six months ended June 30, 2023
(In thousands)	2023		2022
Cash flows from operating activities:
Net loss	$	(18,550)	$	(7,032)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	1,650		1,346
Depreciation and amortization	856		748
Amortization of deferred costs	402		1,252
Non-cash operating lease expense	506		280
Changes in operating assets and liabilities:
Accounts receivable	(444)		(228)
Inventories	(3)		171
Deferred costs	(1,304)		(1,045)
Prepaid expenses and other current assets	915		7
Other assets	(9)		—
Accounts payable	(305)		(94)
Accrued and other current liabilities	3,903		75
Deferred revenue	761		(754)
Operating lease liabilities	(453)		(218)
Net cash used in operating activities	(12,075)		(5,492)
Cash flows from investing activities:
Purchase of property, plant and equipment	(2,868)		(194)
Net cash used in investing activities	(2,868)		(194)
Cash flows from financing activities:
Issuance of common stock in connection with a stock purchase agreement	10,507		—
Payment of financing costs in connection with a stock purchase agreement	(254)		—
Proceeds from exercise of stock options	3		8
Proceeds from exercise of stock warrants	1		—
Payment of transaction and issuance costs in connection with Business Combination and PIPE investment	—		(740)
Capital contributions from Amprius Holdings	—		505
Net cash provided by (used in) financing activities	10,257		(227)
Net decrease in cash, cash equivalents and restricted cash	(4,686)		(5,913)
Cash, cash equivalents and restricted cash, beginning of period	69,752		11,489
Cash, cash equivalents and restricted cash, end of period	$	65,066	$	5,576
Reconciliation of cash, cash equivalents and restricted cash shown on the condensed consolidated balance sheets:
Cash and cash equivalents	$	65,010	$	5,243
Restricted cash included in other assets	56		333
Total cash, cash equivalents and restricted cash	$	65,066	$	5,576

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

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AMPRIUS TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Nature of Operations and Organization

Nature of Operations

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

Business Combination

During fiscal year 2022, on September 14, 2022 (the “Closing Date”), we completed a business combination pursuant to the Business Combination Agreement, dated May 11, 2022 (the “Business Combination Agreement”), by and among the Company, Amprius Technologies Operating, Inc. (formerly known as Amprius Technologies, Inc. or "Legacy Amprius"), Kensington Capital Acquisition Corp. IV, and Kensington Capital Merger Sub Corp. (“Merger Sub”). Pursuant to the terms of the Business Combination Agreement, Kensington Capital Acquisition Corp. IV changed its jurisdiction of incorporation by domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), upon which it changed its name to “Amprius Technologies, Inc.,” and a business combination between Kensington Capital Acquisition Corp. IV and Legacy Amprius was effected through the merger of Merger Sub with and into Legacy Amprius, with Legacy Amprius surviving as a wholly owned subsidiary of the Company (together with the Domestication and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”).

Unless the context otherwise provides, the “Company” refers (i) prior to the Closing Date, to Legacy Amprius and (ii) on and after the Closing Date, to Amprius Technologies, Inc. and its subsidiaries, including Legacy Amprius. Prior to the Business Combination, Kensington Capital Acquisition Corp. IV is referred to herein as “Kensington.”

The Business Combination was treated as a reverse recapitalization. Legacy Amprius was determined as the accounting acquirer and Kensington as the accounting acquiree for financial reporting purposes.

Merger with Amprius, Inc. (“Amprius Holdings”)

On May 9, 2023, we entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with, among others, Amprius Holdings. Under the Merger Agreement, through a series of transactions that are intended to qualify as a tax-free reorganization for U.S. income tax purposes, Amprius Holdings will become our wholly owned subsidiary and then be merged into another wholly owned subsidiary, with such other subsidiary surviving. Subject to the terms and conditions in the Merger Agreement, the shares of our common stock currently owned by Amprius Holdings will be cancelled, and we will issue to the stockholders of Amprius Holdings new shares of our common stock or shares of our non-voting common stock based on a negotiated and discounted exchange ratio. Furthermore, the options in Amprius Holdings, whether vested or unvested, to purchase Amprius Holdings stock shall be converted into options to purchase shares of our common stock and the warrants to purchase Amprius Holdings stock shall automatically be replaced with warrants representing the right to receive shares of our common stock on a net-exercise basis.

The transactions contemplated by the Merger Agreement are conditioned on, among other items, the approval of a majority of shares held by our stockholders that are not affiliated with either Amprius Holdings or held by any of our directors or officers. A special meeting of our stockholders had originally been scheduled for July 26, 2023, for the purpose of voting on the merger with Amprius Holdings and other matters; however, it was mutually agreed to reschedule the special meeting to a later date to be determined by the special committee of our board of directors.

Liquidity and Capital Resources

Since our inception, we have incurred recurring losses and negative cash flows from operations. During the three and six months ended June 30, 2023, we incurred a net loss of $9.4 million and $18.6 million, respectively, and at June 30, 2023, our accumulated deficit was $111.4 million. We expect to incur additional losses in the future as we scale our business and increase our operating expenditures, such as increasing our research and development spend and headcount. Additionally, we expect to increase our capital expenditures as we plan to build a GWh-scale manufacturing facility in the

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future. We may need to raise funds in order to meet our future operating and capital expenditure requirements. 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.

We had cash and cash equivalents of $65.0 million as of June 30, 2023. We believe that our cash and cash equivalents will be sufficient to fund our operating and capital expenditure requirements over twelve months from the date these condensed consolidated financial statements are issued.

On September 27, 2022, we entered into a Common Stock Purchase Agreement (“Purchase Agreement”) with B. Riley Principal Capital II, LLC (“BRPC II”), pursuant to which BRPC II committed to purchase up to $200.0 million of our common stock until January 1, 2025, subject to certain contractual terms (the “Committed Equity Financing”). As of June 30, 2023, approximately $189.4 million remained available under the Committed Equity Financing. There can be no assurance that we will be able to raise such amount over the remaining period as the Committed Equity Financing contains certain limitations and conditions.

On June 2, 2023, we and the U.S. Department of Energy’s Office of Manufacturing and Energy Supply Chains mutually agreed to end the negotiation for a $50.0 million cost-sharing grant demonstration project under the Bipartisan Infrastructure Law.

Other Risk and Uncertainties

We face risks related to the war between Russia and Ukraine, which has led to significant volatility in the global economy, resulting in inflation, volatility in the credit and capital markets, and interruption in the supply chain. Although this war did not have an adverse impact to us to-date, its future outcome is highly unpredictable and uncertain and may adversely affect our future financial condition, results of operations and cash flows.

We also faced risks related to the COVID-19 pandemic, which created significant volatility in the global economy, led to business disruptions, reduced economic activities, and imposition of travel restrictions. Even after the COVID-19 pandemic has subsided, our company and our customers may continue to experience its negative effect, which 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.

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.

In connection with the closing of the Business Combination, whereby Legacy Amprius was determined as the accounting acquirer for accounting and reporting purposes, the historical financial statements of Legacy Amprius became the historical financial statements of the combined company and no goodwill or other intangible assets were recorded. As a result, the accompanying condensed consolidated financial statements reflect (i) the assets and liabilities of Legacy Amprius at their historical cost; (ii) the historical operating results of Legacy Amprius prior to the Business Combination; and (iii) Legacy Amprius’ equity structure, which has been retroactively restated in the comparative period to reflect the number of shares of the Company’s common stock issued to Legacy Amprius stockholders. As such, the shares, corresponding capital amounts, and net loss per share related to Legacy Amprius common stock have been retroactively restated to reflect the effect of the exchange ratio of 1.45590 (the “Exchange Ratio”) established in the Business Combination.

Prior to the Business Combination, our financial statements were presented on a carve-out basis using our historical results of operations and historical basis of assets and liabilities derived from the accounting records of Amprius Holdings, adjusted as necessary to conform with U.S. GAAP. The underlying assumptions in our presentation of our financial statements prior to the Business Combination include:

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•Balance sheet includes all of our owned assets, assets assigned or contributed by Amprius Holdings, and liabilities incurred by Amprius Holdings on our behalf.

•Statement of operations reflects all activities directly attributable to us, which include an allocation of certain general and administrative expenses of Amprius Holdings.

•Certain general and administrative expenses of Amprius Holdings, such as the payroll-related expenses for two executive employees, legal, tax, insurance and accounting fees, were shared between us, Amprius Holdings and its other subsidiaries. Since those two executive employees provided us and Amprius Holdings' other subsidiaries with governance and management oversight, those shared expenses were allocated between us and Amprius Holdings' other subsidiaries. The level of effort spent by Amprius Holdings' executives was not correlated with the level of our business activity, revenue or other financial operating metrics and of Amprius Holdings' other subsidiaries. As a result, those shared expenses were allocated equally between us and Amprius Holdings' other subsidiaries.

•Prior to the distribution of Amprius Holdings' other subsidiaries in early 2022, the shared expenses of Amprius Holdings were allocated equally between us and Amprius Holdings' other subsidiaries. After February 2022, those expenses were fully allocated to us.

Management believes that the assumptions described above, including the allocation of certain shared expenses, are reasonable and consistently applied for all periods presented prior to the Business Combination. However, the financial statements of that were presented prior to the Business Combination may not be indicative of our future performance and do not necessarily reflect what the financial position, results of operations and cash flows would have been had we operated as a separate and standalone entity.

Unaudited Interim Condensed Consolidated Financial Statements

The condensed consolidated balance sheet as of December 31, 2022, 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 (“SEC”) on March 30, 2023, and the unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and applicable rules and regulations of the SEC regarding interim financial reporting. Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative U.S. GAAP included in the Accounting Standards Codification (“ASC”), and Accounting Standards Updates (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). The condensed consolidated financial statements have been prepared on a basis consistent with the audited financial statements. In management’s opinion, all adjustments made were normal or recurring in nature and necessary for the fair statement of our financial position as of June 30, 2023 and our results of operations and cash flows during the three and six months ended June 30, 2023 and 2022. The financial data and other financial information disclosed in the notes to these condensed consolidated financial statements are also unaudited. The results of operations during the three and six months ended June 30, 2023 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.

Reclassification

Certain accounts in the prior period condensed consolidated statements of operations were reclassified to conform with the current period presentation. The reclassification had no impact to our net loss and cash flows in those periods.

Emerging Growth Company

We are an emerging growth company as defined in Section 2(a) of the Securities Act of 1933 (as amended) (“Securities 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. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies 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

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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; carve-out of financial statements including the allocation of assets, liabilities and expenses prior to the Business Combination; incremental borrowing rate used in calculating lease obligations and right-of-use assets; and fair value of common stock prior to the Business Combination and other inputs used to value stock-based compensation awards.

Fair Value Measurements

We had a money market fund amounting to $36.5 million and $69.4 million as of June 30, 2023 and December 31, 2022, respectively, which was measured at Level 1 fair value based on the active market price of such instrument.

We did not have assets or liabilities measured at fair value on a recurring basis using Level 2 or Level 3 inputs as of June 30, 2023 and December 31, 2022.

There were no transfers of financial instruments between Level 1, Level 2 and Level 3 during the three and six months ended June 30, 2023 and 2022.

Restricted Cash

Restricted cash pertains to cash collateral required by our lessor to satisfy a letter of credit requirement under a lease agreement. Restricted cash, which is included in other assets in the accompanying condensed consolidated balance sheets, was $56 thousand as of June 30, 2023 and December 31, 2022.

Concentration of Credit Risk

Accounts receivable mainly consist of amounts due from U.S. government agencies or sponsored entities and large public entities which limits our credit risk. Through June 30, 2023, we have not experienced any credit losses.

During the three months ended June 30, 2023, five customers represented 21%, 18%, 18%, 13% and 11% of our revenue. During the three months ended June 30, 2022, two customers represented 48% and 12% of our revenue. During the six months ended June 30, 2023, three customers represented 21%, 16% and 14% of our revenue. During the six months ended June 30, 2022, four customers represented 30%, 24%, 16% and 14% of our revenue.

As of June 30, 2023 and December 31, 2022, three customers represented 73% and 88%, respectively, of our total accounts receivable.

Segment Reporting

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

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Significant Accounting Policies

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, 2022, other than the new accounting policy that was implemented as a result of the adoption of a new accounting standard as described below.

Recently Adopted Accounting Standard

On January 1, 2023, we adopted FASB ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and related amendment under ASU 2019-10, which requires that credit losses on financial assets, such as trade and other receivables, be recognized as allowance for losses. Credit losses on trade and other receivables will reflect the current estimate of the expected credit losses that generally will result in the earlier recognition of allowances for losses. The adoption of this ASU did not have a material impact on our condensed consolidated financial statements.

Note 3. Revenue

Disaggregation of Revenue

Revenue from customers consists mainly of customized design services arrangements and sale of battery products. Revenue from customized design services arrangements, which may include a requirement to achieve certain agreed upon milestones, is recognized when the battery design is completed and the final prototype batteries are delivered. Revenue from the sale of battery products is recognized upon shipment. We disaggregate our revenue from customers by the type of arrangement, either as customization design services or as sale of battery products, as this depicts how the nature, amount, timing, and uncertainty of 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 from a government grant accounted for using the analogy from International Accounting Standards 20, Accounting for Government Grants and Disclosure of Government Assistance (in thousands).


	Three months ended June 30,				Six months ended June 30,
	2023		2022			2023		2022
Revenue from customers:
Sale of battery products	$	1,292	$	688		$	1,762	$	1,293
Customized design services	287		3			287		1,508
Total revenue from customers	1,579		691			2,049		2,801
Other revenue – government grant	53		—			262		—
Total revenue	$	1,632	$	691		$	2,311	$	2,801

Revenue from the sale of battery products includes bill-and-hold arrangements, which were $0.3 million during the three and six months ended June 30, 2023, and $0.3 million and $0.4 million during the three and six months ended June 30, 2022, 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 $1.1 million, $0.7 million and $0.3 million as of June 30, 2023, December 31, 2022 and January 1, 2022, respectively.

Contract assets primarily relate to the rights to consideration for progress on contractual requirements performed but not billed at the reporting date. The contract assets are transferred to accounts receivable when the rights become unconditional. As of June 30, 2023 and December 31, 2022, we had no contract assets.

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 $4.1 million, $3.4 million and $2.9 million as of June 30, 2023, December 31, 2022 and January 1, 2022, respectively. Deferred revenue as of June 30, 2023 and December 31, 2022 increased compared

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to the deferred revenue as of December 31, 2022 and January 1, 2022, respectively, primarily due to progress payments for certain customer contracts that have not been recognized as revenue as of the end of those periods. During the three and six months ended June 30, 2023, revenue recognized from the prior year deferred revenue balance was $0.4 million and $0.5 million, respectively. During the three and six months ended June 30, 2022, revenue recognized from the prior year deferred revenue balance was $0.1 million and $1.4 million, respectively.

Remaining Performance Obligations

We have performance obligations associated with commitments in customer contracts for future services that have not yet been recognized as revenue. As of June 30, 2023, 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 $10.4 million. Given the applicable contract terms, approximately $7.8 million is expected to be recognized as revenue within one year and approximately $2.6 million is expected to be recognized between two to five years. This amount does not include contracts to which the customer is not committed. The estimated timing of the recognition of remaining unsatisfied performance obligations is subject to change and is affected by changes to scope, changes in timing of delivery of products and services, or contract modifications.

Note 4. Inventories

Inventories consisted of the following (in thousands):


	June 30,		December 31,
	2023		2022
Raw materials	$	131	$	180
Work in process	56		218
Finished goods	316		102
Inventories	$	503	$	500

Note 5. Property, Plant and Equipment, Net

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


	June 30,		December 31,
	2023		2022
Production equipment	$	5,365	$	4,488
Lab equipment	2,490		2,304
Leasehold improvements	4,086		3,525
Furniture, fixtures and other equipment	360		206
Construction in progress	2,702		957
Property, plant and equipment, at cost	15,003		11,480
Less: accumulated depreciation and amortization	(8,100)		(7,244)
Property, plant and equipment, net	$	6,903	$	4,236

Depreciation and amortization expense was $0.5 million and $0.9 million during the three and six months ended June 30, 2023, respectively. Depreciation and amortization expense was $0.3 million and $0.7 million during the three and six months ended June 30, 2022, respectively.

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Note 6. Accrued and Other Current Liabilities

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


	June 30,		December 31,
	2023		2022
Accrued professional fees	$	3,979	$	481
Accrued compensation and benefits	1,828		1,840
Accrued purchases of property and equipment	712		—
Accrued purchases of inventory	417		—
Accrued financing costs	12		194
Other	193		193
Accrued and other current liabilities	$	7,141	$	2,708

Note 7. Stockholders’ Equity

Common and Preferred Stock

As of June 30, 2023, 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 June 30, 2023.

Equity Incentive Plans

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

As of June 30, 2023, the total number of shares reserved for issuance under the 2022 Plan was 13,733,248, which includes the increase in shares reserved pursuant to the evergreen provisions contained in the 2022 Plan and the assumed awards 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.

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

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

Stock Options

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

As of June 30, 2023, the total unrecognized stock-based compensation expense related to the unvested stock options was approximately $7.0 million, which we expect to recognize over a weighted-average period of 2.7 years.

Restricted Stock Units (“RSU”)

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.

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As of June 30, 2023, the total unrecognized stock-based compensation expense related to the unvested RSUs was approximately $3.8 million, which we expect to recognize over a weighted-average period of 3.0 years.

Amprius Holdings 2008 Stock Plan

The stock-based compensation costs associated with grants to certain individuals who provided services to our company under the Amprius Holdings 2008 Stock Plan were included in the accompanying condensed consolidated statements of operations, with a corresponding increase in additional paid-in capital. The remaining unrecognized compensation cost as of June 30, 2023 was not material.

Employee Stock Purchase Plan (“ESPP”)

We adopted the 2022 Employee Stock Purchase Plan (“ESPP”) effective September 14, 2022. As of June 30, 2023, the total number of shares reserved for issuance was 1,836,101, which may be increased annually at the beginning of the fiscal year, subject to certain limitations. The ESPP is intended to qualify under Section 423 of the Internal Revenue Code of 1986 (as amended) and will provide eligible employees an opportunity to purchase our common stock at a discount through payroll deductions. We have not established an offering under the ESPP as of June 30, 2023.

Executive Incentive Compensation Plan

On September 14, 2022, our board of directors approved our Executive Incentive Compensation Plan, which will allow us to grant incentive awards to certain executive employees, generally payable in cash, based upon achieving specified goals. We have the right to settle the award by granting an equity award, which may be subject to vesting conditions. All awards under the Executive Incentive Compensation Plan will be subject to reduction, cancellation, forfeiture, or recoupment in accordance with any clawback policy that we are required to adopt pursuant to applicable laws. As of June 30, 2023, there were no awards granted under the Executive Incentive Compensation Plan.

Common Stock Warrants

Outstanding stock warrants consisted of the following as of June 30, 2023:


	Number of Warrants	Exercise Price Per Share		Expiration Date
Public warrants	29,268,236	$	11.50	September 14, 2027
Private warrants	16,400,000	$	11.50	September 14, 2027
PIPE warrants	2,052,500	$	12.50	September 14, 2027
Total warrants	47,720,736

Holders of the public warrants and private warrants are entitled to purchase one share our common stock at a price of $11.50 per share subject to adjustment pursuant to the Warrant Agreement, dated as of March 1, 2022. 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 not redeemable.

The warrants issued as part of units in a private placement in connection with the Business Combination (the “PIPE warrants”) are substantially identical to the public warrants, except that the exercise price of each PIPE warrant is $12.50 per share. 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 PIPE warrants are also not listed on any securities exchange.

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.

Stock Purchase Agreement

On September 27, 2022, we entered into the Purchase Agreement with BRPC II, pursuant to which we, at our option, have the right to sell to BRPC II up to $200.0 million of our common stock until January 1, 2025, subject to certain contractual terms. The purchase price will be determined by reference to the volume weighted average price of our

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common stock (as defined in the Purchase Agreement), less a discount of 3%. We cannot issue to BRPC II more than 19.99% of the aggregate number of shares of the common stock issued and outstanding immediately prior to the execution of the Purchase Agreement, except in limited circumstances. Proceeds from the sale of our common stock to BRPC II will depend upon the frequency and the market price of our common stock on the date of sale.

During the six months ended June 30, 2023, we issued a total of 1,207,123 shares of common stock to BRPC II with proceeds totaling $10.6 million. The unamortized deferred stock issuance cost, 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 to BRPC II under the Purchase Agreement, was $0.6 million as of June 30, 2023.

Stock-Based Compensation

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


	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023		2022
Cost of revenue	$	244	$	119	$	413	$	232
Research and development	27		7		47		13
Selling, general and administrative	653		764		1,190		1,101
Total stock-based compensation expense	$	924	$	890	$	1,650	$	1,346

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.

SEC Form 10-Q filed by Amprius Technologies Inc.