Solid Power (SLDP) 10-Q 2024 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2024

or

☐ 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: 001-40284

SOLID POWER, INC.

(Exact name of registrant as specified in its charter)

Delaware	86-1888095
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
486 S. Pierce Ave., Suite E
Louisville, Colorado	80027
(Address of principal executive offices)	(Zip Code)

(303) 219-0720

(Registrant’s telephone number, including area code)

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, par value $0.0001 per share	SLDP	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50	SLDPW	The Nasdaq Stock Market LLC

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.

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. ☐

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

178,962,858 shares of common stock were issued and outstanding as of August 5, 2024.

SOLID POWER, INC.

FORM 10-Q

Table of Contents

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	21
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 6.	Exhibits	23
Signatures		24

1

GLOSSARY OF DEFINED TERMS

Term	Definition
2014 Plan	Solid Power, Inc. 2014 Equity Incentive Plan
2021 Plan	Solid Power, Inc. 2021 Equity Incentive Plan
2023 Form 10-K	Our Annual Report on Form 10-K for the year ended December 31, 2023
Ah	Ampere hour
BMW	BMW of North America LLC
Board	The Board of Directors of Solid Power, Inc.
Electrolyte Supply Agreement	Electrolyte Supply Agreement, dated January 10, 2024, between Solid Power Operating, Inc. and SK On
ESPP	Solid Power, Inc. 2021 Employee Stock Purchase Plan
EV	Battery electric vehicle
EV cells	Prototype cell formats between 60 and 100 Ah
Exchange Act	Securities Exchange Act of 1934, as amended
GAAP	U.S. generally accepted accounting principles
JDA	Joint development agreement
Line Installation Agreement	Line Installation Agreement, dated January 10, 2024, among Solid Power Korea Co., Ltd., SK On, and, for the limited purposes of Section 12.16 of the Line Installation Agreement, Solid Power
Notes	Notes to the Condensed Consolidated Financial Statements (Unaudited) in this Report
OEM	Automotive original equipment manufacturers
Private Placement Warrants	Warrants sold in a private placement as part of our initial public offering or acquired through a conversion of a working capital loan
Public Warrants	Our publicly-traded warrants
R&D License Agreement	Research and Development Technology License Agreement, dated January 10, 2024, between Solid Power Operating, Inc. and SK On
Report	This Quarterly Report on Form 10-Q
RSU	Restricted stock unit
SEC	Securities and Exchange Commission
SK On	SK On Co., Ltd.
SK On Agreements	Electrolyte Supply Agreement, Line Installation Agreement, and R&D License Agreement, collectively
Solid Power / the Company / we / us / our	Solid Power, Inc., a Delaware corporation (f/k/a Decarbonization Plus Acquisition Corporation III)
SP1	Our Louisville, Colorado facility, which we primarily use for cell production, research and development, and quality control
SP2	Our Thornton, Colorado facility, which we primarily use for pilot production of electrolyte, research and development, quality control, and general office space
Warrants	Private Placement Warrants and Public Warrants

2

Cautionary Note Regarding Forward-Looking Statements

This Report contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact included in this Report, regarding our future financial performance and our strategy, expansion plans, market opportunity, future operations, future operating results, estimated revenues or losses, projected costs, prospects, plans, and objectives of management are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “will,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “continue,” “project,” or the negative of such terms or other similar expressions. These forward-looking statements are subject to known and unknown risks, uncertainties, and assumptions about us that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by such forward-looking statements. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Report. We caution you that the forward-looking statements contained herein are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control.

In addition, we caution you that the forward-looking statements regarding the Company contained in this Report are subject to the following factors:

● risks relating to the uncertainty of the success of our research and development efforts, including our ability to achieve the technological objectives or results that our partners require, and our ability to commercialize our technology in advance of competing technologies;

● rollout of our business plan and the timing of expected business milestones;

● risks relating to the non-exclusive nature of our OEM and other partner relationships and our ability to manage these business relationships;

● our ability to negotiate and execute commercial agreements with our partners on commercially reasonable terms;

● our ability to protect and maintain our intellectual property, including in jurisdictions outside of the United States;

● broad market adoption of EVs and other technologies where we are able to deploy our technology, if developed successfully;

● our success attracting and retaining our executive officers, key employees, and other qualified personnel;

● changes in applicable laws or regulations;

● risks relating to our information technology infrastructure and data security breaches;

● risks relating to our status as a research and development stage company with a history of financial losses with an expectation of incurring significant expenses and continuing losses for the foreseeable future;

● our ability to secure government contracts and grants and the availability of government subsidies and economic incentives;

● delays in the construction and operation of additional facilities;

● risks relating to other economic, business, or competitive factors in the United States and other jurisdictions, including supply chain interruptions and changes in market conditions, and our ability to manage these risks and uncertainties; and

● those factors discussed in “Part I, Item 1A. Risk Factors” in our 2023 Form 10-K, as such description may be updated or amended in future filings we make with the SEC.

3

We caution you that the foregoing list does not contain all of the risks or uncertainties that could affect the Company.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Report primarily on our current expectations and projections about future events and trends that we believe may affect our business, operating results, financial condition and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors, including those described in “Part I, Item 1A. Risk Factors” in our 2023 Form 10-K, as such description may be updated or amended in future filings we make with the SEC. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Report. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

Neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Moreover, the forward-looking statements made in this Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Report to reflect events or circumstances after the date of this Report or to reflect new information or the occurrence of unanticipated events, except as required by law. You should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.

TRADEMARKS

Our logo and trademark appearing in this Report and the documents incorporated by reference herein are our property. This document and the documents incorporated by reference herein contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this Report may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship of it by, any other companies.

MARKET AND INDUSTRY DATA

We obtained the industry and market data used throughout this Report or any documents incorporated herein by reference from our own internal estimates and research, as well as from independent market research, industry and general publications and surveys, governmental agencies, publicly available information, and research, surveys, and studies conducted by third parties. Internal estimates are derived from publicly available information released by industry analysts and third-party sources, our internal research, and our industry experience and are based on assumptions made by us based on such data and our knowledge of our industry and market, which we believe to be reasonable. In some cases, we do not expressly refer to the sources from which this data is derived. In addition, while we believe the industry and market data included in this Report or any documents incorporated herein by reference is reliable and based on reasonable assumptions, such data involve material risks and other uncertainties and is subject to change based on various factors, including those discussed in the section entitled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties or by us.

INFORMATION ABOUT SOLID POWER

We use our website (www.solidpowerbattery.com) and various social media channels (e.g., Solid Power, Inc. on LinkedIn) as a means of disclosing information about Solid Power and our products to our customers, investors, and the public. The information posted on our website and social media channels is not incorporated by reference in this Report or in any other report or document we file with the SEC. Further, references to our website URLs are intended to be inactive textual references only. The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings, and public conference calls and webcasts. In addition, you may automatically receive e-mail alerts and other information about Solid Power when you enroll your e-mail address by visiting the “Investor Email Alerts” section of our website at https://ir.solidpowerbattery.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Exchange Act are filed with the SEC. These reports and other information we file with the SEC are available free of charge at https://www.solidpowerbattery.com/investor-relations/financials/sec-filings when such reports are available on the SEC’s website.

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Solid Power, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except par value and number of shares)

	June 30, 2024
	(Unaudited)		December 31, 2023
Assets
Current Assets
Cash and cash equivalents	$	30,638	$	34,537
Marketable securities		109,882		141,505
Contract receivables		7,766		1,553
Contract receivables from related parties		4,581		—
Prepaid expenses and other current assets		7,959		5,523
Total current assets		160,826		183,118
Long-Term Assets
Property, plant and equipment, net		99,727		99,156
Right-of-use operating lease assets, net		6,852		7,154
Right-of-use finance lease assets, net		972		1,088
Investments		218,313		239,566
Intangible assets, net		1,912		1,650
Other assets		4,025		1,060
Total long-term assets		331,801		349,674
Total assets	$	492,627	$	532,792
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable and other accrued liabilities		7,285		6,455
Deferred revenue		10,075		1
Deferred revenue from related parties		—		828
Accrued compensation		4,559		7,590
Operating lease liabilities		668		626
Finance lease liabilities		362		379
Total current liabilities		22,949		15,879
Long-Term Liabilities
Warrant liabilities		4,025		4,227
Operating lease liabilities		7,649		7,996
Finance lease liabilities		381		552
Other liabilities		845		803
Total long-term liabilities		12,900		13,578
Total liabilities		35,849		29,457
Stockholders’ Equity
Common Stock, $0.0001 par value; 2,000,000,000 shares authorized; 178,640,611 and 179,010,884 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively		18		18
Additional paid-in capital		586,029		588,515
Accumulated deficit		(128,120)		(84,639)
Accumulated other comprehensive loss		(1,149)		(559)
Total stockholders’ equity		456,778		503,335
Total liabilities and stockholders’ equity	$	492,627	$	532,792

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

5

Solid Power, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

(in thousands, except number of shares and per share amounts)

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenue	$	5,075	$	4,906	$	11,028	$	8,698
Operating Expenses
Direct costs		5,437		6,897		9,727		13,171
Research and development		18,526		14,508		37,400		26,156
Selling, general and administrative		8,049		5,673		16,619		12,862
Total operating expenses		32,012		27,078		63,746		52,189
Operating Loss		(26,937)		(22,172)		(52,718)		(43,491)
Nonoperating Income and Expense
Interest income		4,520		4,993		9,637		9,827
Change in fair value of warrant liabilities		703		4,987		202		2,325
Interest expense		(49)		(13)		(91)		(26)
Total nonoperating income and expense		5,174		9,967		9,748		12,126
Pretax Loss	$	(21,763)	$	(12,205)	$	(42,970)	$	(31,365)
Income tax expense		511		—		511		—
Net Loss Attributable to Common Stockholders	$	(22,274)	$	(12,205)	$	(43,481)	$	(31,365)
Other Comprehensive Income (Loss)		(11)		1,098		(590)		(213)
Comprehensive Loss Attributable to Common Stockholders	$	(22,285)	$	(11,107)	$	(44,071)	$	(31,578)
Basic and diluted loss per share	$	(0.13)	$	(0.07)	$	(0.24)	$	(0.18)
Weighted average shares outstanding – basic and diluted		177,588,035		178,063,573		179,186,027		177,502,037

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

6

Solid Power, Inc.

Condensed Consolidated Statement of Stockholders’ Equity (Unaudited)

(in thousands, except number of shares)

	Common Stock
					Additional		Accumulated		Accumulated Other		Total Stockholders’
	Shares		Amount		paid-in capital		deficit		Comprehensive Loss		Equity
Balance as of December 31, 2023		179,010,884	$	18	$	588,515	$	(84,639)	$	(559)	$	503,335
Net loss		—		—		—		(21,207)		—		(21,207)
Withholding of employee taxes related to stock-based compensation		—		—		(169)		—		—		(169)
Shares of common stock issued for vested RSUs		161,995		—		—		—		—		—
Stock options exercised		2,360,316		—		97		—		—		97
Repurchase and retirement of shares of common stock		(3,183,638)		—		(4,963)		—		—		(4,963)
Stock-based compensation expense		—		—		2,863		—		—		2,863
Unrealized loss on marketable securities		—		—		—		—		(579)		(579)
Balance as of March 31, 2024		178,349,557	$	18	$	586,343	$	(105,846)	$	(1,138)	$	479,377
Net loss		—		—		—		(22,274)		—		(22,274)
Shares of common stock issued under the ESPP		187,614		—		238		—		—		238
Withholding of employee taxes related to stock-based compensation				—		(310)		—		—		(310)
Shares of common stock issued for vested RSUs		689,221		—		—		—		—		—
Stock options exercised		1,230,581		—		100		—		—		100
Repurchase and retirement of shares of common stock		(1,816,362)		—		(3,393)		—		—		(3,393)
Stock-based compensation expense		—		—		3,051		—		—		3,051
Unrealized loss on marketable securities		—		—		—		—		(11)		(11)
Balance as of June 30, 2024		178,640,611	$	18	$	586,029	$	(128,120)	$	(1,149)	$	456,778

	Common Stock
					Additional		Accumulated		Accumulated Other		Total Stockholders’
	Shares		Amount		paid-in capital		deficit		Comprehensive Loss		Equity
Balance as of December 31, 2022		176,007,184	$	18	$	577,603	$	(19,090)	$	(3,159)	$	555,372
Net loss		—		—		—		(19,158)		—		(19,158)
Stock options exercised		1,679,954		—		150		—		—		150
Stock-based compensation expense		—		—		2,222		—		—		2,222
Unrealized gain on marketable securities		—		—		—		—		885		885
Balance as of March 31, 2023		177,687,138	$	18	$	579,975	$	(38,248)	$	(2,274)	$	539,471
Net loss		—		—		—		(12,205)		—		(12,205)
Shares of common stock issued under the ESPP		129,928		—		214		—		—		214
Witholding of employee taxes related to stock-based compensation		—		—		(111)		84		—		(27)
Shares of common stock issued for vested RSUs		163,148		—		—		—		—		—
Stock options exercised		346,676		—		33		—		—		33
Stock-based compensation expense		—		—		2,923		—		—		2,923
Unrealized loss on marketable securities		—		—		—		—		(1,098)		(1,098)
Balance as of June 30, 2023		178,326,890	$	18	$	583,034	$	(50,369)	$	(3,372)	$	529,311

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

7

Solid Power, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

	Six Months Ended June 30,
	2024		2023
Cash Flows from Operating Activities
Net loss	$	(43,481)	$	(31,365)
Adjustments to reconcile net loss to net cash and cash equivalents from operating activities:
Depreciation and amortization		7,974		4,906
Amortization of right-of-use assets		417		372
Stock-based compensation expense		5,914		5,145
Change in fair value of warrant liabilities		(202)		(2,325)
Accretion of discounts on other long-term liabilities		24		—
Amortization of premiums and accretion of discounts on marketable securities		(4,540)		(5,518)
Change in operating assets and liabilities that provided (used) cash and cash equivalents:
Contract receivables		(6,213)		(1,232)
Contract receivables from related parties		(4,581)		(2,151)
Prepaid expenses and other assets		(2,287)		(188)
Accounts payable and other accrued liabilities		884		(297)
Deferred revenue		10,075		(32)
Deferred revenue from related parties		(828)		(4,000)
Accrued compensation		(3,030)		649
Operating lease liabilities		(305)		(268)
Net cash and cash equivalents used in operating activities		(40,179)		(36,304)
Cash Flows from Investing Activities
Purchases of property, plant and equipment		(8,460)		(21,184)
Purchases of marketable securities and investments		(99,548)		(174,400)
Proceeds from sales of marketable securities and investments		156,135		210,329
Cash paid for note receivable to an independent contractor		(3,046)		—
Purchases of intangible assets		(270)		(259)
Net cash and cash equivalents provided by investing activities		44,811		14,486
Cash Flows from Financing Activities
Payments of debt		—		(7)
Proceeds from exercise of stock options		197		184
Proceeds from issuance of shares of common stock under the ESPP		238		214
Cash paid for withholding of employee taxes related to stock-based compensation		(479)		(111)
Repurchase of shares of common stock		(8,274)		—
Payments on finance lease liabilities		(213)		(146)
Net cash and cash equivalents provided by (used in) financing activities		(8,531)		134
Net decrease in cash and cash equivalents		(3,899)		(21,684)
Cash and cash equivalents at beginning of period		34,537		50,123
Cash and cash equivalents at end of period		30,638		28,439
Cash paid for interest	$	91	$	26
Accrued capital expenditures	$	744	$	3,591

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

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Notes to Condensed Consolidated Financial Statements (Unaudited) (in thousands, except number of shares and per share amounts)

Note 1 – Nature of Business

Solid Power is developing solid-state battery technology for the EV and other markets. The Company’s planned business model is to manufacture and sell its proprietary electrolyte and to license its cell designs and manufacturing processes.

Note 2 – Significant Accounting Policies

The significant accounting policies followed by the Company are set forth in Note 2 – Significant Accounting Policies to the Company’s financial statements included in the 2023 Form 10-K and are supplemented by the Notes. The financial statements included in this Report (including the Notes) should be read in conjunction with the 2023 Form 10-K.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared on the basis of GAAP and reflect all adjustments of a normal recurring nature, which are, in the opinion of management, necessary for a fair presentation of the consolidated financial position and results of operations at, and for, the periods presented. The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the unaudited condensed consolidated financial statements. Actual results could differ from those estimates. All dollar amounts presented herein are in U.S. dollars and are in thousands, except par value and share and per share amounts.

The accompanying unaudited condensed consolidated financial statements include accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Additionally, certain prior period amounts have been reclassified to conform to current period presentation in the accompanying unaudited condensed consolidated financial statements.

Recent Accounting Pronouncements

Income Taxes

In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740) Improvements to Income Tax Disclosures. ASU 2023-09 requires companies to disclose, on an annual basis, specific categories in the effective tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, ASU 2023-09 requires companies to disclose additional information about income taxes paid. ASU 2023-09 will be effective for annual periods beginning January 1, 2025 and will be applied on a prospective basis with the option to apply the standard retrospectively. The Company is evaluating the disclosure impact of ASU 2023-09.

Segment Reporting

In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. Among other new disclosure requirements, ASU 2023-07 requires companies to disclose significant segment expenses that are regularly provided to the chief operating decision maker, or CODM. ASU 2023-07 will be effective for annual periods beginning on January 1, 2024 and interim periods beginning on January 1, 2025. ASU 2023-07 must be applied retrospectively to all prior periods presented in the financial statements. The Company does not expect any financial statement impact with the adoption of ASU 2023-07.

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Note 3 – Property, Plant and Equipment

Property, plant and equipment are summarized as follows:

	June 30, 2024		December 31, 2023
Production equipment	$	36,473	$	36,086
Laboratory equipment		11,275		9,910
Leasehold improvements		59,394		59,109
Furniture and computer equipment		4,046		3,915
Construction in progress		20,015		13,650
Total cost		131,203		122,670
Accumulated depreciation		(31,476)		(23,514)
Net property and equipment	$	99,727	$	99,156

Depreciation expenses for dedicated laboratory equipment and production equipment are charged to research and development. The other depreciation expenses are included in the Company’s overhead and are allocated across Operating Expenses based on Company personnel costs incurred.

Depreciation expense related to property, plant and equipment are summarized as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Depreciation expense	$	4,061	$	2,639	$	7,966	$	4,898

The Company expanded its electrolyte production to produce larger quantities of electrolyte material required to feed cell-production lines and continue research and development efforts at SP2. The Company began producing electrolyte at SP2 in 2023. The Company is developing a design verification plan and report lab at SP2 to improve and test process developments, which is anticipated to be placed in service by the end of 2024.

Construction in progress	June 30, 2024		December 31, 2023
SP1 - Capital projects	$	3,797	$	2,298
SP2 - Increased scale electrolyte production		16,218		11,352
Total	$	20,015	$	13,650

Note 4 – Intangible Assets

Intangible assets of the Company are summarized as follows:

	June 30, 2024				December 31, 2023
	Gross Carrying		Accumulated		Gross Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
Intangible assets:
Licenses	$	149	$	(65)	$	149	$	(61)
Patents		130		(8)		92		(5)
Patents pending		1,671				1,444		—
Trademarks		13				13		—
Trademarks pending		22				18		—
Total amortized intangible assets	$	1,985	$	(73)	$	1,716	$	(66)

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Amortization expense for intangible assets is summarized as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Amortization expense	$	3	$	3	$	7	$	8

Useful lives of intangible assets range from three to 20 years. Amortization expenses are allocated ratably across Operating Expenses based on Company personnel costs incurred.

Note 5 – Collaborative Arrangement

On January 10, 2024, the Company entered into the SK On Agreements. The Company determined the SK On Agreements should be combined and evaluated as a single contract. The SK On Agreements were determined to be a collaborative arrangement in accordance with ASC Topic 808, Collaborative Arrangements, and revenue recognition is recorded by analogy to ASC Topic 606, Revenue from Contracts with Customers. The Company determined the SK On Agreements represent a single, combined performance obligation. Collaborative revenue is recognized over time using the input measurement method utilizing incurred labor hours in relation to total labor hours anticipated to satisfy the combined performance obligation. The Company will expense contract fulfillment costs as incurred.

Note 6 – Fair Value Measurements

The Company considers all highly liquid instruments with original maturities of less than 90 days to be cash equivalents. The carrying amounts of certain financial instruments, such as cash equivalents, short-term investments, accounts receivable, accounts payable, and accrued liabilities, approximate fair value due to their relatively short maturities.

Level 1inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that a reporting entity can access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for assets or liabilities.

Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis

As of June 30, 2024 and December 31, 2023, the Company’s financial assets and liabilities measured and recorded at fair value on a recurring basis were classified within the fair value hierarchy as follows:

	June 30, 2024
	Level 1		Level 2		Level 3		Total
Assets
Commercial Paper	$	81,021	$	—	$	—	$	81,021
Corporate Bonds	$	203,592	$	—	$	—	$	203,592
Government Bonds	$	43,582	$	—	$	—	$	43,582
Liabilities
Public Warrants	$	2,241	$	—	$	—	$	2,241
Private Placement Warrants	$	—	$	1,784	$	—	$	1,784

	December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets
Commercial Paper	$	84,909	$	—	$	—	$	84,909
Corporate Bonds	$	239,473	$	—	$	—	$	239,473
Government Bonds	$	56,689	$	—	$	—	$	56,689
Liabilities
Public Warrants	$	2,505	$	—	$	—	$	2,505
Private Placement Warrants	$	—	$	1,722	$	—	$	1,722

11

The change in fair value of the Company’s marketable securities and investments are included in other comprehensive income (loss). There were no transfers in and out of Level 3 fair value hierarchy during the three or six months ended June 30, 2024 or year ended December 31, 2023. During the six months ended June 30, 2024, the Company purchased $99,548 of marketable securities and investments.

Fair Value of Warrants

The fair value of the Private Placement Warrants has been estimated using a Black-Scholes model as of June 30, 2024 and December 31, 2023 Consolidated Balance Sheet dates. The estimated fair value of the Private Placement Warrants is determined using Level 2 directly or indirectly observable inputs. Inherent in a Black-Scholes model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate, and dividend yield. Material increases (or decreases) in any of those inputs may result in a significantly higher (or lower) fair value measurement. The Company estimates the volatility of its Private Placement Warrants based on implied volatility from the Company’s Public Warrants and from historical volatility of the Company’s common stock. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve for a maturity similar to the expected remaining life of the Warrants. The dividend yield is based on the historical rate, which the Company anticipates remaining at zero. The fair value of the Public Warrants has been measured based on the quoted price of such warrants on the Nasdaq Stock Market, a Level 1 input.

The following table provides quantitative information regarding Level 2 inputs used in the recurring valuation of the Private Placement Warrants as of their measurement dates:

	June 30, 2024			December 31, 2023
Exercise price	$	11.50		$	11.50
Stock price	$	1.65		$	1.45
Volatility		97.9	%		95.0	%
Term (in years)		2.44			2.94
Risk-free rate		4.52	%		3.94	%

The following table provides a rollforward of the Public Warrants measured at fair value per Public Warrant using Level 1 inputs and Private Placement Warrants measured at fair value per Private Placement Warrant using Level 2 inputs:

	Public Warrants		Private Placement Warrants
	Level 1 Fair Value		Level 2 Fair Value
December 31, 2023	$	0.19	$	0.28
Change in fair value	$	0.01	$	0.06
March 31, 2024	$	0.20	$	0.34
Change in fair value	$	(0.03)	$	(0.05)
June 30, 2024	$	0.17	$	0.29

The following tables provides a reconciliation of the change in fair value for the Public Warrants and Private Placement Warrants for the three months ended June 30, 2024:

					Three Months Change in
Warrant Class	Level	Warrants	March 31, 2024		Fair Value		June 30, 2024
Public Warrants	1	13,182,501	$	2,637	$	(396)	$	2,241
Private Placement Warrants	2	6,150,802	$	2,091	$	(307)	$	1,784
Total		19,333,303	$	4,728	$	(703)	$	4,025

The following tables provides a reconciliation of the change in fair value for the Public Warrants and Private Placement Warrants for the six months ended June 30, 2024:

					Six Months Change in
Warrant Class	Level	Warrants	December 31, 2023		Fair Value		June 30, 2024
Public Warrants	1	13,182,501	$	2,505	$	(264)	$	2,241
Private Placement Warrants	2	6,150,802	$	1,722	$	62	$	1,784
Total		19,333,303	$	4,227	$	(202)	$	4,025

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Note 7 – Warrant Liabilities

The table below provides a summary of the outstanding Public and Private Placement Warrants at:

	June 30, 2024	December 31, 2023
Public Warrants	13,182,501	13,182,501
Private Placement Warrants	6,150,802	6,150,802

Each whole Warrant entitles the holder thereof to purchase one share of common stock at a price of $11.50 per share, subject to customary adjustments. Only whole Warrants are exercisable. The Warrants became exercisable on January 7, 2022 and will expire on December 8, 2026.

None of the Private Placement Warrants are redeemable by the Company so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. The table below provides the fair value of warrant liabilities at:

		June 30, 2024		December 31, 2023
Fair value of warrant liabilities	$	4,025	$	4,227

The table below provides the Company’s loss recognized in connection with changes in fair value of warrant liabilities:

		Six Months Ended June 30,
		2024		2023
Gain recognized associated with warrant liabilities	$	202	$	2,325

There have been no changes to our Public or Private Placement Warrants, including redemption terms disclosed in our 2023 Form 10-K.

Note 8 – Stockholders’ Equity

Common Stock

Stock options exercised for common stock, shares of common stock repurchased under the stock repurchase program, shares of common stock issued under the ESPP, and shares of common stock issued upon vesting of RSUs for the three and six months ended June 30, 2024 and 2023 are summarized in the table below:

	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Stock options exercised	1,230,581	346,676	3,590,897	2,026,630
Shares of common stock repurchased	(1,816,362)	—	(5,000,000)	—
Shares of common stock issued under the ESPP	187,614	129,928	187,614	129,928
Shares of common stock issued for vested RSUs	689,221	163,148	851,216	163,148

The table below presents the cash received or paid associated with common stock related activities for the three and six months ended June 30, 2024 and 2023:

	Three Months Ended June 30,					Six Months Ended June 30,
		2024		2023		2024		2023
Cash received from stock options exercised	$	100	$	34	$	197	$	184
Cash received from shares of common stock issued under the ESPP		238		214		238		214
Cash paid for shares of common stock repurchased		(3,360)		—		(8,274)		—

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Stock Repurchase Program

On January 23, 2024, the Company announced that its Board approved a stock repurchase program authorizing the Company to purchase up to $50,000 of the Company’s outstanding common stock. Under the repurchase program, the Company may purchase shares of its common stock from time to time until the repurchase program expires on December 31, 2025.  

The table below presents the number of shares repurchased and retired, the aggregate cost, and the average purchase price per share for the three months ended June 30, 2024:

	Shares		Aggregate cost		Avg. Price Paid Per Share
Repurchased and retired shares of common stock	1,816,362	$	3,393	$	1.85

The table below presents the number of shares repurchased and retired, the aggregate cost, and the average purchase price per share for the six months ended June 30, 2024:

	Shares		Aggregate cost		Avg. Price Paid Per Share
Repurchased and retired shares of common stock	5,000,000	$	8,355	$	1.64

Note 9 – Stock-Based Compensation

There have been no changes to our equity incentive plans, the ESPP, or our accounting methodology for stock-based compensation, as disclosed in our 2023 Form 10-K.

The fair value of stock options and RSUs issued to employees and directors is recognized as compensation expense over the period of service that generally coincides with the vesting period of the award. The Company allocated compensation ratably across Operating Expenses based on Company personnel costs incurred. When calculating the amount of annual compensation expense, the Company has elected not to estimate forfeitures and instead accounts for forfeitures as they occur.

For the three and six months ended June 30, 2024 and 2023, the Company recognized compensation costs totaling:

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Stock-based compensation costs related to RSUs	$	1,397	$	954	$	2,609	$	1,589
Stock-based compensation costs related to stock options		1,612		1,889		3,226		3,476
Stock-based compensation costs related to the ESPP		42		80		79		80
Total stock-based compensation costs	$	3,051	$	2,923	$	5,914	$	5,145

The unrecognized future compensation costs as of June 30, 2024 and 2023, were $25,868 and $34,327, respectively.

The following table summarizes our award activity for RSUs and stock options for the three and six months ended June 30, 2024:

	RSUs	Stock Options
Balance at December 31, 2023	4,473,016		24,264,016
Granted	3,159,872		4,566,167
Vested or Exercised	(264,754)		(2,360,316)
Forfeited	(72,619)		(842,395)
Balance at March 31, 2024	7,295,515		25,627,472
Granted	2,162,222		1,757,960
Vested or Exercised	(867,515)		(1,230,581)
Forfeited	(886,343)		(1,873,843)
Balance at June 30, 2024	7,703,879		24,281,008

14

Stock Options

The fair value of each stock option grant during the six months ended June 30, 2024 and 2023 was estimated on the grant date using the Black-Scholes option pricing model with the following weighted-average assumptions used:

	Six Months Ended June 30,
	2024			2023
Approximate risk‑free rate		4.23	%		4.17	%
Volatility		48.10	%		46.91	%
Average expected life (in years)		6			6
Dividend yield		—	%		—	%
Weighted‑average grant date fair value	$	1.59		$	2.8
Estimated fair value of total stock options granted	$	5,175		$	7,815

Note 10 – Basic and Diluted Loss Per Share

Basic loss per share represents net loss attributable to common stock divided by the basic weighted average number of shares of common stock outstanding during the period.

Diluted loss per share also includes the dilutive effect of additional potential shares of common stock issuable from stock-based awards determined using the treasury stock method. Diluted loss per share represents net earnings divided by diluted weighted average number of shares of common stock, which includes the average dilutive effect of all potentially dilutive securities that are outstanding during the period.

The table below sets forth the basic and diluted loss per share calculation for the three and six months ended June 30, 2024 and 2023.

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net loss attributable to common stockholders	$	(22,274)	$	(12,205)	$	(43,481)	$	(31,365)
Weighted average shares outstanding – basic and diluted		177,588,035		178,063,573		179,186,027		177,502,037
Basic and diluted loss per share	$	(0.13)	$	(0.07)	$	(0.24)	$	(0.18)

Due to the net loss for the three and six months ended June 30, 2024 and 2023 presented above, diluted loss per share was computed without consideration to potentially dilutive instruments as their inclusion would have been anti-dilutive. The table below sets forth (in shares) potentially dilutive securities excluded from the diluted loss per share calculation for the three and six months ended June 30, 2024 and 2023.

	Six Months Ended June 30,
	2024	2023
Warrants	19,333,303	19,333,303
2014 Plan & 2021 Plan - Stock Options	23,508,745	25,892,666
2021 Plan - RSUs	6,269,774	2,474,393
ESPP - Common Stock	46,946	46,352
Contingently Issued Shares of Common Stock	—	59,055
Total potentially dilutive securities	49,158,768	47,805,769

Note 11 – Leases

The Company leases its facilities and certain equipment. Fixed rent escalates each year, and the Company is responsible for a portion of the landlords’ operating expenses such as property tax, insurance, and common area maintenance.

The Company’s facility in Louisville, Colorado, is under a noncancelable operating lease with a maturity date in September 2029. In 2022, the Company amended this operating lease to incorporate a prior subleased space into the base lease and extend the term of the lease. The Company has the right to renew this operating lease for an additional five-year period.

15

On September 1, 2021, the Company entered into an industrial operating lease agreement for its facility in Thornton, Colorado, with the initial term through March 31, 2029. Under this operating lease, the Company has one option to renew for five years, which has been included in the calculation of lease liabilities and right-of-use assets at the adoption date of the lease accounting standard on January 1, 2022, as the exercise of the option was reasonably certain. As the renewal rent has not been negotiated, the Company used an estimated rent rate which approximated the fair market rent at adoption of ASC 842 on January 1, 2022 for the extension period.

The Company has certain equipment leases classified as finance leases as of June 30, 2024.

The Company’s leases do not have any contingent rent payments and do not contain residual value guarantees.

The components of lease expense are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Finance lease costs:
Amortization of right-of-use assets	$	58	$	47	$	116	$	91
Interest on lease liabilities		12		13		26		25
Operating lease costs		290		290		580		580
Total lease expense	$	360	$	350	$	722	$	696

The components of cash flow information related to leases are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Operating outgoing cash flows – finance leases	$	13	$	14	$	27	$	26
Financing outgoing cash flows – finance leases		94		74		186		141
Operating outgoing cash flows – operating leases		292		283		584		567
Right-of-use assets obtained in exchange for new finance lease liabilities:		—		79		—		89
Right-of-use assets obtained in exchange for new operating lease liabilities:		—		—		—		—

	June 30, 2024
Finance lease
Weighted-average remaining lease term – finance leases (in years)	2.47
Weighted-average discount rate – finance leases	6.6	%
Operating lease
Weighted-average remaining lease term – operating leases (in years)	8.75
Weighted-average discount rate – operating leases	6.8	%

As of June 30, 2024, future minimum payments during the next five years and thereafter are as follows:

Fiscal year	Finance Lease		Operating Lease
2024 (remaining six months)	$	212	$	589
2025		310		1,210
2026		179		1,248
2027		85		1,288
2028		16		1,329
2029		—		1,211
Thereafter		—		4,031
Total		802		10,906
Less present value discount		(59)		(2,589)
Total lease liabilities	$	743	$	8,317

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Note 12 – Related Party Transactions

During the three and six months ended June 30, 2024, the Company recognized $430 and $5,410 of revenue related to the BMW JDA, respectively. As of June 30, 2024, the Company recorded $4,581 of accounts receivable related to the BMW JDA. During the three and six months ended June 30, 2023, the Company recognized $3,470 and $6,470 of revenue related to the BMW JDA, respectively. For the year ended December 31, 2023, the Company recorded $828 of deferred revenue related to cash paid from BMW in advance of services provided.

On June 21, 2024, Solid Power Operating, Inc., a wholly owned subsidiary of the Company, amended its JDA with BMW to extend the term of the JDA and revise the payment schedule.

Note 13 – Income Taxes

The Company’s effective tax rate was (2.4%) and (1.2%) for the three and six months ended June 30, 2024, respectively, as a result of withholding tax expense on revenue earned in a foreign jurisdiction. The Company’s effective tax rate was 0% for the three and six months ended June 30, 2023, and the Company was in a full valuation allowance for the three and six months ended June 30, 2024 and 2023.

The Company's quarterly provision for income taxes is calculated by applying a projected annual effective tax rate, calculated separately for the United States and Republic of Korea, to ordinary pre-tax book income.

Note 14 – Contingencies

In the normal course of business, the Company may be party to litigation from time to time. The Company maintains insurance to cover certain actions and believes that resolution of such litigation will not have a material adverse effect on the Company.

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

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the consolidated financial statements and related notes thereto included elsewhere in this Report. The following discussion contains forward-looking statements that reflect future plans, estimates, beliefs, and expected performance. For additional discussion, see “Cautionary Note Regarding Forward-Looking Statements” above. The forward-looking statements are dependent upon events, risks, and uncertainties that may be outside of our control. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed elsewhere in this Report and under “Part I, Item 1A. Risk Factors” of our 2023 Form 10-K, as such descriptions may be updated or amended in future filings we make with the SEC. Unless indicated otherwise, the following discussion and analysis of results of operations and financial condition and liquidity relates to our current continuing operations and should be read in conjunction with the consolidated financial statements and notes thereto of this Report and our 2023 Form 10-K. We do not undertake, and expressly disclaim, any obligation to publicly update any forward-looking statements, whether as a result of new information, new developments, or otherwise, except to the extent that such disclosure is required by applicable law.

Overview

Solid Power is developing solid-state battery technology for the EV market and additional markets served by battery manufacturers.

Our core technology is our proprietary solid electrolyte material, which replaces the liquid or gel electrolyte used in traditional lithium-ion batteries. We believe that our electrolyte material can improve driving range, battery life, safety performance, and battery costs.

We are also developing solid-state cells with our electrolyte, with the aim of commercializing our technology by selling our electrolyte material and licensing our cell designs. This approach minimizes capital requirements, unlike other battery manufacturers who require significant production facilities and equipment. Also, this strategy allows us to focus on our core strengths of electrolyte production and solid-state technology development.

17

The Company currently produces electrolyte on a pilot manufacturing line, which is used in cell development and for customer sampling. We currently develop our cells on our two pilot lines, producing multiple cell sizes to both support our partners and refine cell designs. Longer-term, we expect the pilot lines to focus on research and development.

We have partnered with industry leaders BMW, Ford Motor Company, and SK On and will continue to work closely with our partners to improve cell designs, produce electrolyte material, and commercialize our technology. Our products are currently in the development stage and require further research and improvement before we can commercialize our technology.

Recent Business Highlights

● Received positive feedback from increased electrolyte sampling and made shipments to potential customers.

● Successfully completed the first milestone on our R&D License Agreement and made significant progress on deliverables under the Line Installation Agreement with SK On.

● Continued advancements in A-2 sample cell designs and execution on agreements with partners as we continue to have a strong balance sheet to execute the Company’s strategy.

● Appointed Linda Heller as Chief Financial Officer and Treasurer.

Key Factors Affecting Operating Results

We are a research and development-stage company and have not generated significant revenue through the sale of our electrolyte or licensing of our cell designs. Our ability to commercialize our products depends on several factors that present significant opportunities for us but also pose material risks and challenges, including those discussed in the “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements,” sections of this Report, which are incorporated by reference.

Prior to reaching commercialization, the Company must improve our products to ensure they meet the performance and safety requirements of our customers. We also will have to continue to negotiate licensing and supply contracts with our customers on terms and conditions that are mutually acceptable. Production of our electrolyte material will need to be scaled to satisfy anticipated demand. All of these factors will take time and affect our operating results. Since many factors are difficult to quantify, actual operating results may be different than currently anticipated.

Revenue generated to date has primarily come from performance on research and development licensing activities and government contracts. Substantial capital will need to be deployed to expand our production capabilities and engage in research and development programs. We also expect to continue to incur significant administrative expenses as a publicly traded company.

In addition to meeting development goals, commercialization and future growth and demand for our products are highly dependent upon consumers adopting EVs. The market for new energy vehicles is still rapidly evolving due to emerging technologies, competitive pricing, government regulation and industry standards, and changing consumer demands and behaviors.

Basis of Presentation

We currently conduct our business through one operating segment. As a research and development company with no commercial operations, our activities to date have been limited and were conducted primarily in the United States. Historical results are reported under GAAP and in U.S. dollars.

Results of Operations

Comparison of the Three and Six Months Ended June 30, 2024 to the Three and Six Months Ended June 30, 2023

During the three and six months ended June 30, 2024, development efforts were expanded and accelerated through increased capital and operational investments. We continued to invest in talent while expanding our facilities, production equipment, and capabilities. This trend is expected to continue for our production capabilities, partnership development, and Korean operations through the remainder of 2024 as the development strategy is executed according to the current outlook.

18

The following table is a consolidated summary of our operating results for the periods indicated:

	Three Months Ended June 30,								Six Months Ended June 30,
(in thousands)	2024		2023		Change		%		2024		2023		Change		%
Revenue	$	5,075	$	4,906	$	169	3	%	$	11,028	$	8,698	$	2,330	27	%
Operating Expenses
Direct costs		5,437		6,897		(1,460)	(21)	%		9,727		13,171		(3,444)	(26)	%
Research and development		18,526		14,508		4,018	28	%		37,400		26,156		11,244	43	%
Selling, general and administrative		8,049		5,673		2,376	42	%		16,619		12,862		3,757	29	%
Total operating expenses		32,012		27,078		4,934	18	%		63,746		52,189		11,557	22	%
Operating Loss		(26,937)		(22,172)		(4,765)	(21)	%		(52,718)		(43,491)		(9,227)	(21)	%
Nonoperating Income and Expense
Interest income		4,520		4,993		(473)	(9)	%		9,637		9,827		(190)	(2)	%
Change in fair value of warrant liabilities		703		4,987		(4,284)	(86)	%		202		2,325		(2,123)	(91)	%
Interest expense		(49)		(13)		(36)	277	%		(91)		(26)		(65)	(250)	%
Total nonoperating income and expense		5,174		9,967	$	(4,793)	(48)	%	$	9,748		12,126	$	(2,378)	(20)	%
Pretax Loss	$	(21,763)	$	(12,205)	$	(9,558)	78	%	$	(42,970)	$	(31,365)	$	(11,605)	37	%
Income tax expense		511		—	$	511	NM		$	511		—	$	511	NM
Net Loss Attributable to Common Stockholders	$	(22,274)	$	(12,205)	$	(10,069)	82	%	$	(43,481)	$	(31,365)	$	(12,116)	(39)	%
Other Comprehensive Income (Loss)		(11)		1,098		(1,109)	NM			(590)		(213)		(377)	177	%
Comprehensive Loss Attributable to Common Stockholders	$	(22,285)	$	(11,107)	$	(11,178)	101	%	$	(44,071)	$	(31,578)	$	(12,493)	(40)	%

NM = Not meaningful

The key factors driving results of operations for the three and six months ended June 30, 2024, including the increased operating loss as compared to the corresponding period in 2023, were as follows:

● Revenue increased for the periods, as compared to 2023, primarily as a result of continued execution on our collaborative arrangements and government contracts. Revenue for 2024 is anticipated to be stable, as compared to 2023, due to fewer active government contracts in 2024 and completion of milestones under our JDAs and collaborative arrangements in the first half of 2024 offset by the commencement of the SK On collaborative arrangement. 

● Direct costs decreased for the periods, as compared to 2023, principally as a result of early completion of milestones under our collaborative arrangements and government contracts in the prior period. Direct costs are anticipated to decrease for 2024, as compared to 2023, due to fewer active government contracts in 2024 and completion of milestones under our JDAs and collaborative arrangements in the first half of 2024. 

● Research and development costs increased for the periods mainly as a result of expanded development and production efforts of our electrolyte and EV cells resulting in increased production and labor costs. We expect our research and development costs to increase in the remainder of 2024, as compared to 2023, as the pace and scope of development and production efforts continue to increase.

● Selling, general and administrative expenses increased for the periods primarily due to additional planned hiring, workforce development, and retention awards. We expect selling, general and administrative expenses to increase in the remainder of 2024, as compared to 2023, as a result of additional planned hiring and workforce development to, among other things, support Korean operations.

● Nonoperating income decreased for the periods due to a lesser gain on fair value adjustment of warrant liabilities and a decrease in interest income as compared to 2023.

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Liquidity and Capital Resources

Sources of Liquidity

The Company’s primary sources of cash have historically been derived from the sale of equity, with a smaller portion coming from performance milestones on our collaborative arrangements and government contracts.

As of June 30, 2024 and December 31, 2023, we had total liquidity, as set forth below:

(in thousands)	June 30, 2024		December 31, 2023
Cash and cash equivalents	$	30,638	$	34,537
Marketable securities		109,882		141,505
Investments		218,313		239,566
Total liquidity	$	358,833	$	415,608

As of June 30, 2024, contract receivables and contract receivables from related parties were $12,347, deferred revenue was $10,075, and total current liabilities were $22,949. As of December 31, 2023, contract receivables were $1,553, deferred revenue and deferred revenue from related parties was $829, and total current liabilities were $15,879.

Short-Term Liquidity Requirements

Short-term liquidity requirements include operating and capital expenses needed to further research and development programs and to further optimize pilot production lines and electrolyte manufacturing capabilities. We anticipate that our most significant capital expenditures for the remainder of 2024 will relate to enhancing the capabilities of our electrolyte production facility, including development of a design verification plan and report lab expected to be placed in service by the end of 2024. We expect to fund our short-term liquidity requirements through our cash on hand and other liquid assets.

Long-Term Liquidity Requirements

We believe that our cash on hand is sufficient to meet our operating cash needs and working capital and capital expenditure requirements for a period of at least the next 12 months and longer term until adequate cash flows from licensing activities and/or electrolyte sales can be generated. We also believe that we have adequate cash on hand for our stock repurchase program should we choose to execute additional share repurchases.

Additional liquidity sources may be required if there are material changes to our business conditions or other developments, including changes to our operating plan, development progress, negotiations with OEMs, cell manufacturers, or other suppliers, market adoption of EVs, supply chain challenges, competitive pressures, inflation, and regulatory developments. To the extent that our resources are insufficient to satisfy our cash requirements, we may need to seek additional equity or debt financing. We also may opportunistically seek to enhance our liquidity through equity or debt financing, if such financing becomes available on terms that we consider favorable. If financing is not available, or if the terms of financing are unfavorable, we may be forced to take actions to reduce our capital or operating expenditures, which may adversely affect our development, business, operating results, financial condition and prospects.

Stock Repurchase Program

On January 23, 2024, we announced that our Board approved a stock repurchase program authorizing the Company to purchase up to $50 million of our outstanding common stock. Under the stock repurchase program, we may purchase shares of our common stock from time to time until the repurchase program expires on December 31, 2025. The shares of common stock may be purchased on the open market, in unsolicited negotiated transactions, or in any manner that complies with the provisions of Rule 10b-18 of the Exchange Act. Management’s decision to repurchase shares of common stock will depend on a number of factors, such as the price of the common stock, economic and market conditions, and corporate and regulatory requirements. During the six months ended June 30, 2024, the Company repurchased 5,000,000 shares of common stock at an average price of $1.64 per share for an aggregate cost of approximately $8.36 million.

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Cash Flows

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

	Six Months Ended June 30,
(in thousands)	2024		2023
Net cash and cash equivalents used in operating activities	$	(40,179)	$	(36,304)
Net cash and cash equivalents provided by investing activities	$	44,811	$	14,486
Net cash and cash equivalents provided by (used in) financing activities	$	(8,531)	$	134

Cash used in operating activities:

Cash used in operating activities increased from June 30, 2023 to 2024. The increase was largely attributable to operating losses, which were driven by a continued increase in research and development and selling, general and administrative costs.

Cash provided by investing activities:

Cash provided by investing activities increased from June 30, 2023 to 2024 primarily due to net effect of proceeds from the sales of marketable securities and decreased capital expenditures for property, plant and equipment.

Cash provided by (used in) financing activities:

Cash used in financing activities for the six months ended June 30, 2024 was predominantly related to the net effect of cash utilized for the stock repurchase program, partially offset by cash received from the exercise of stock options and proceeds from the sale of common stock under the ESPP. Cash provided by financing activities for the six months ended June 30, 2023 was primarily from the exercise of stock options and proceeds from the sale of common stock under the ESPP.

Off-Balance Sheet Arrangements

The Company is not a party to any off-balance sheet arrangements, as defined under SEC rules.

Critical Accounting Estimates

There were no significant and material changes in our critical accounting policies and use of estimates during the six months ended June 30, 2024 as compared to those disclosed in “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” in our 2023 Form 10-K.

Recent Accounting Pronouncements

See Note 2 of our unaudited financial statements included in this Report as well as Note 2 of our audited financial statements included in our 2023 Form 10-K for more information.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is a smaller reporting company as defined in Rule 12b-2 under the Exchange Act. As a result, pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

In designing and evaluating our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired controls. As required by Rule 13a-15(b) under the Exchange Act, our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2024.

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Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this Report, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the three months ended June 30, 2024 covered by this Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, the Company become involved in litigation or other legal proceedings. We are not currently a party to any litigation or legal proceedings that are likely to have a material adverse effect on our business. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

Item 1A. Risk Factors

Our business, prospects, reputation, results of operations, and financial condition, as well as the price of our common stock and warrants, can be affected by a number of factors, whether currently known or unknown, including those described in “Part I, Item 1A. Risk Factors” of our 2023 Form 10-K. When any one or more of these risks materialize from time to time, our business, reputation, results of operations, and financial condition, as well as the price of our common stock and warrants, can be materially and adversely affected. There have been no material changes to our risk factors since our 2023 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Share Repurchases

The following table summarizes our common stock repurchase program activity for the three months ended June 30, 2024:

Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Program(1)	Approximate Dollar Value of Shares that May Yet Be Purchased under the Program(1)
April 1 - April 30, 2024	1,816,362	$	1.85	1,816,362	$	41,726,078
May 1 - May 31, 2024	—	$	—	—	$	41,726,078
June 1 - June 30, 2024	—	$	—	—	$	41,726,078
Total	1,816,362	$	1.85	1,816,362

⁽¹⁾On January 23, 2024, we announced that our Board approved a stock repurchase program authorizing us to purchase up to $50 million of our outstanding common stock. Under the repurchase program, we may purchase shares of our common stock from time to time until the repurchase program expires on December 31, 2025. The shares of common stock may be purchased on the open market, in unsolicited negotiated transactions, or in any manner that complies with the provisions of Rule 10b-18 of the Exchange Act. Management’s decision to repurchase shares of common stock will depend on a number of factors, such as the price of our common stock, economic and market conditions, and corporate and regulatory requirements.

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Item 6. Exhibits

		Incorporated by Reference
Exhibit Number	Description	Schedule Form	File Number	Exhibit/Annex	Filing Date
3.1	Second Amended and Restated Certificate of Incorporation	8-K	001-40284	3.1	December 13, 2021
3.2	Amended and Restated Bylaws	8-K	001-40284	3.1	November 21, 2022
10.1±	Amendment No. 5 to Joint Development Agreement, effective June 21, 2024, between Solid Power Operating, Inc. and BMW of North America, LLC	8-K	001-40284	10.1	June 24, 2024
10.2#	Offer Letter with Linda Heller, dated June 14, 2024	8-K	001-40284	10.1	June 17, 2024
10.3*±#	Separation and Release Agreement with Kevin Paprzycki, dated July 11, 2024
31.1*	Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
31.2*	Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
32.1**	Section 1350 Certification
32.2**	Section 1350 Certification
101.INS*	XBRL Instance Document – the instance document does not appear in the Interactive Data file because its Inline XBRL tags are embedded within the Inline XBRL document.
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF*	Inline XBRL Taxonomy Extension Definition Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase
104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

** Furnished herewith.

± Certain portions of this exhibit have been omitted in accordance with Regulation S-K Item 601. The Company agrees to furnish an unredacted copy of the exhibit to the SEC upon request.

# Indicates a management or compensatory plan.

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SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 7, 2024 Solid Power, Inc.

By:	/s/ John Van Scoter
Name:	John Van Scoter
Title:	President, Chief Executive Officer, and Director
(Principal Executive Officer)

By:	/s/ Linda Heller
Name:	Linda Heller
Title:	Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)

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