0001104659-22-058460 | 10-Q | XBRL Viewer

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Stock Based Compensation - Additional Information (Details) $ in Thousands		3 Months Ended
	Jan. 01, 2022 shares	Mar. 31, 2022 USD ($) installment shares	Mar. 31, 2021 USD ($)	Dec. 08, 2021 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation costs \| $		$ 1,596	$ 70
Future compensation costs related to the unvested portion of stock options \| $		$ 21,455	$ 643
Equity incentive plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options outstanding		27,837,492
Vesting period (in years)		10 years
Vesting percentage		0.25%
Equity incentive plan \| Share-based Payment Arrangement, Tranche One [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of successive equal number of installments of remaining vesting shares, vested \| installment		36
Equity incentive, 2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares permitted to grant		27,277,899		18,900,000
Maximum additional number of shares added to shares available for issuance		18,900,000
Percentage on shares outstanding added to shares available for issuance		5.00%
Common stock granted		0
Employee stock purchase, 2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares permitted to grant	3,778,000
Percentage on shares outstanding added to shares available for issuance	1.00%
Common stock granted		0
Common Stock available for issuance		5,453,579		3,778,000
Percentage limit on commons stock shares outstanding		5.00%
Threshold percentage on the fair market value		85.00%
Threshold percentage of the combined voting power		15.00%
Number of shares permitted to deliver		5,463,579
Annual Limit \| $		$ 25,000

Income Taxes	3 Months Ended
Mar. 31, 2022
Income Taxes
Income Taxes	Note 16 – Income Taxes The Company’s effective tax rate was 0.21% and 0.74% for the three months ended March 31, 2022 and 2021, respectively. Differences between the statutory rate and the Company's effective tax rate resulted from changes in valuation allowance and permanent differences for tax purposes in the treatment of certain nondeductible expenses.

Income Taxes

3 Months Ended

Mar. 31, 2022

Income Taxes

Income Taxes

Note 16 – Income Taxes

The Company’s effective tax rate was 0.21% and 0.74% for the three months ended March 31, 2022 and 2021, respectively. Differences between the statutory rate and the Company's effective tax rate resulted from changes in valuation allowance and permanent differences for tax purposes in the treatment of certain nondeductible expenses.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
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+ Details

Fair Value Measurements - Liabilities Measured and Recorded at Fair Value on a Recurring Basis (Details) - Recurring - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Public Warrants
Liabilities
Liabilities	$ 27,767	$ 26,483
Private Placement Warrants
Liabilities
Liabilities	21,543	23,537
Commercial Paper
Assets
Assets	46,569	33,275
Corporate Bonds
Assets
Assets	46,094	39,593
Government Bonds
Assets
Assets	11,206	3,017
U.S Treasuries
Assets
Assets	9,939
Level 1 \| Public Warrants
Liabilities
Liabilities	27,767	26,483
Level 1 \| Commercial Paper
Assets
Assets	46,569	33,275
Level 1 \| Corporate Bonds
Assets
Assets	46,094	39,593
Level 1 \| Government Bonds
Assets
Assets	11,206	3,017
Level 1 \| U.S Treasuries
Assets
Assets	9,939
Level 2 \| Private Placement Warrants
Liabilities
Liabilities	21,543	23,537
Level 3
Liabilities
Transfers in or out of Level 3	$ 0	$ 0

Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021
Finite lived intangible assets net
Gross Carrying Amount	$ 767	$ 661
Accumulated Amortization	(45)	(42)
Amortization expense for intangible assets	$ 2	2
Minimum
Finite lived intangible assets net
Estimated useful life of intangible assets	3 years
Maximum
Finite lived intangible assets net
Estimated useful life of intangible assets	20 years
Licenses
Finite lived intangible assets net
Gross Carrying Amount	$ 149	149
Accumulated Amortization	(45)	(42)
Patents pending
Finite lived intangible assets net
Gross Carrying Amount	597	503
Trademarks
Finite lived intangible assets net
Gross Carrying Amount	9	$ 9
Trademarks pending
Finite lived intangible assets net
Gross Carrying Amount	$ 12

Mezzanine Equity (Details) - USD ($) $ in Thousands	1 Months Ended
Mezzanine Equity (Details) - USD ($) $ in Thousands	May 31, 2021	Dec. 08, 2021	Dec. 07, 2021
Series A-1 Preferred Stock
Temporary Equity [Line Items]
Preferred stock, shares outstanding			14,069,187
Preferred Stock converted into shares		14,069,187
Series B Preferred Stock
Temporary Equity [Line Items]
Preferred stock, shares outstanding			8,777,812
Minimum net cash proceeds for conversion	$ 135,579
Preferred Stock converted into shares		8,777,812

Common Stock Warrant Liabilities

3 Months Ended

Mar. 31, 2022

Common Stock Warrant Liabilities

Common Stock Warrant Liabilities

Note 9 – Common Stock Warrant Liabilities

As of March 31, 2022 and December 31, 2021, there were 11,666,636 publicly traded warrants (“Public Warrants”) and 7,666,667 private placement warrants ("Private Placement Warrants," and together with the Public Warrants, “Warrants”) outstanding. 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.

Redemption of Public Warrants when the price per share of Common Stock equals or exceeds $18.00.

The Company may redeem all of the outstanding Public Warrants:

●

in whole and not in part;

●

upon at least 30 days’ prior written notice;

●

at a price of $0.01 per Public Warrant; and

●

if the last sale price of the Company’s Common Stock equals or exceeds $18.00 per share, subject to customary adjustments, for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which notice of the redemption is given.

Redemption of Public Warrants when the price per share of Common Stock equals or exceeds $10.00.

The Company may redeem all of the outstanding Public Warrants:

●

in whole and not in part;

●

upon at least 30 days’ prior written notice;

●

at a price of $0.10 per Public Warrant, provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive a number of shares of Common Stock determined in part by the redemption date and the “fair market value” of the Common Stock; and

●

if the last sale price of the Company’s Common Stock equals or exceeds $10.00 per share, subject to customary adjustments, on the trading day prior to the date on which notice of redemption is given.

The “fair market value” of the Company’s Common Stock means the average reported last sale price of the Company’s Common Stock for the ten trading days immediately following the date on which the notice of redemption is sent to the holders of Warrants. The Company classifies the outstanding Warrants as Warrant Liabilities on the condensed consolidated balance sheets in accordance with the guidance contained in ASC 815.

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 warrant liabilities were initially measured at fair value upon Closing of the Business Combination and subsequently re-measured at each reporting period. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. The Company recognized a gain in connection with changes in the fair value of warrant liabilities of $710 for the three months ending March 31, 2022.

Stock Based Compensation

3 Months Ended

Mar. 31, 2022

Stock Based Compensation

Stock Based Compensation

Note 12 – Stock Based Compensation

The fair value of stock options and other equity-based compensation issued to employees and other service providers is recognized as compensation expense over the period of service that generally coincides with the vesting period of the award. The Company recognized compensation costs totaling $1,596 and $70 for the three months ended March 31, 2022 and 2021, respectively, which are allocated ratably across operating expenses within the accompanying condensed consolidated statements of operations.

At March 31, 2022, the Company had 27,837,492 shares of common stock underlying stock options outstanding under the 2014 Plan. Options granted under the 2014 Plan generally had a ten-year term and vest as to 1/4th of these shares after one year after the initial date of service of a service provider and with the balance of the shares vesting in a series of 36 successive equal monthly installments following the first vesting date. Upon the Closing, the 2014 Plan was terminated and no additional grants will be made under the 2014 Plan. Option awards under the 2014 Plan were generally granted with an exercise price equal to the fair market value of Legacy Solid Power’s common stock at the date of grant. Certain option awards issued under the 2014 Plan provide for accelerated vesting if there is a change in control (as defined in the plan agreements).

On December 8, 2021 and in connection with the Closing, the Company adopted the Solid Power, Inc. 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan originated with 18,900,000 shares of Common Stock available for issuance. Beginning on January 1, 2022, the number of shares of common stock available for issuance under the 2021 Plan shall increase each year by an amount equal to the lesser of (i) 18,900,000 shares of Common Stock (ii) five percent of the total number of shares of common stock outstanding on the last day of the immediately preceding fiscal year; or (iii) a number of shares of common stock determined by the administrator no later than the last day of the immediately preceding fiscal year.

As of March 31, 2022, the 2021 Plan permitted the Company to grant up to 27,277,899 shares of common stock to its employees, directors, and consultants, as designated by the board of directors. Awards may be issued in the form of stock options, stock appreciation rights, restricted stock, and restricted stock units. The Company believes that such awards better align the interests of its employees with those of its stockholders. At March 31, 2022, no awards had been granted under the 2021 Plan.

The fair value of each option award is estimated on the date of grant using a Black-Scholes option valuation model that uses the weighted-average assumptions noted in the following table. Expected volatilities are based on historical volatility of comparable companies. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

When calculating the amount of annual compensation expense, the Company has elected not to estimate forfeitures and instead accounts for forfeitures as they occur.

There were no options granted during the three months ended March 31, 2022. The fair value of each option grant during the three months ended March 31, 2021 was estimated on the grant date using the Black-Scholes option pricing model with the following weighted-average assumptions used:


	2021
Approximate risk‑free rate		1.02	%
Volatility		59.97	%
Average expected life		6 years
Dividend yield		0	%
Weighted‑average grant date fair value	$	0.95
Estimated fair value of total options granted	$	31

Future compensation costs related to the unvested portion of stock options at March 31, 2022 and 2021 was $21,455 and $643, respectively.

2021 Employee Stock Purchase Plan

The 2021 Employee Stock Purchase Plan (“2021 ESPP”) originated with 3,778,000 shares of common stock available for issuance. As of March 31, 2022, 5,453,579 shares remained available for issuance. Beginning on January 1, 2022, the number of shares of Common Stock available for issuance under the 2021 ESPP shall increase each year by an amount equal to the lesser of (i) 3,778,000 shares of Common Stock (ii) one percent of the total number of shares of Common Stock outstanding on the last day of the immediately preceding fiscal year; or (iii) a number of shares of Common Stock determined by the administrator no later than the last day of the immediately preceding fiscal year. As of March 31, 2022, the 2021 ESPP permitted the Company to issue up to 5,463,579 shares of common stock. At March 31, 2022, no shares of common stock had been issued under the 2021 ESPP.

The 2021 ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. Substantially all employees are eligible to participate and, through payroll deductions, can purchase shares on dates determined by the administrator. However, with respect to the Section 423 Component, an employee may not be granted rights to purchase stock under the ESPP if the employee, immediately after the grant, would own (directly or through attribution) stock possessing 5% or more of the total combined voting power or value of all classes of the Company’s common stock. The purchase price per share sold pursuant to the 2021 ESPP will be the lower of (i) 85% of the fair market value of common stock on the enrollment or (ii) 85% of the fair market value on the exercise date. Each offering period will span up to six months. Purchases may be up to 15% of qualified compensation, with an annual limit of $25,000.

Stockholders' Equity

3 Months Ended

Mar. 31, 2022

Stockholders' Equity

Stockholders' Equity

Note 11 – Stockholders’ Equity

Common Stock

For the three months ended March 31, 2022 and 2021, stock options were exercised for 6,212,964 and 276,822 shares of common stock, respectively. Cash received from options exercised under the Legacy Solid Power, Inc. 2014 Equity Incentive Plan (the “2014 Plan”) for March 31, 2022 and 2021 was $270 and $17, respectively.

Legacy Solid Power Warrants

During 2015, Legacy Solid Power issued warrants to a third party to purchase 276,000 shares of Legacy Solid Power common stock at an exercise price of $0.00001088 per share, in conjunction with a licensing agreement. Management determined that equity classification is appropriate for these warrants. Legacy Solid Power recognized expense totaling $18 on the date of the grant that has been included as a component of Additional Paid In Capital within the condensed consolidated statement of stockholders' equity. During 2020, Legacy Solid Power issued additional warrants to purchase 45,730 shares of common stock at an exercise price of $0.53 per share. Legacy Solid Power recognized expense totaling $16 on the date of the grant.

In May 2021, Legacy Solid Power issued warrants to purchase 1,755,557 shares of Legacy Solid Power common stock at an exercise price of $0.01 per share, in connection with the Series B Financing. These warrants were detachable from the Legacy Solid Power Series B Preferred Stock and in all cases would physically settle or net share settle. Therefore, Legacy Solid Power determined that these warrants represented equity in Legacy Solid Power. Prior to the Closing, all Legacy Solid Power warrants were either exercised for cash or net exercised and the holders thereof received shares of Legacy Solid Power common stock.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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+ Details

Property, Plant and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Property, Plant and Equipment, Net, by Type [Abstract]
Gross property and equipment	$ 42,197		$ 28,550
Accumulated depreciation	(7,219)		(6,468)
Net property and equipment	34,978		22,082
Depreciation and amortization expense	753	$ 544
Property, Plant and Equipment.
Property, Plant and Equipment, Net, by Type [Abstract]
Depreciation and amortization expense	751	$ 542
Commercial production equipment
Property, Plant and Equipment, Net, by Type [Abstract]
Gross property and equipment	9,758		9,139
Laboratory equipment
Property, Plant and Equipment, Net, by Type [Abstract]
Gross property and equipment	1,435		1,316
Leasehold improvements
Property, Plant and Equipment, Net, by Type [Abstract]
Gross property and equipment	5,199		4,674
Computer equipment
Property, Plant and Equipment, Net, by Type [Abstract]
Gross property and equipment	468		416
Furniture and fixtures
Property, Plant and Equipment, Net, by Type [Abstract]
Gross property and equipment	393		321
Construction in progress
Property, Plant and Equipment, Net, by Type [Abstract]
Gross property and equipment	24,944		12,684
Construction Of Second Dry Room
Property, Plant and Equipment, Net, by Type [Abstract]
Construction in progress	10,206		6,875
Expansion Of Sulfide-Based Solid Electrolyte Production
Property, Plant and Equipment, Net, by Type [Abstract]
Construction in progress	5,863		943
Construction Of Customized Equipment
Property, Plant and Equipment, Net, by Type [Abstract]
Construction in progress	$ 8,875		$ 4,866

Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2022

Intangible Assets

Summary of intangible assets


	March 31, 2022				December 31, 2021
	Gross Carrying		Accumulated		Gross Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
Intangible assets:
Licenses	$	149	$	(45)	$	149	$	(42)
Patents pending		597		—		503		—
Trademarks		9		—		9		—
Trademarks pending		12		—		—		—
Total amortized intangible assets	$	767	$	(45)	$	661	$	(42)

Significant Accounting Policies (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Jan. 01, 2022	Dec. 31, 2021
Right-of-use asset	$ 7,569
Lease liability	8,144
Impact of adopting the standards
Right-of-use asset		$ 7,853
Lease liability		$ 8,246
U.S. money market funds \| Concentrations of Credit Risk
Cash and cash equivalents and marketable securities	405,476		$ 492,248
U.S. government bonds and treasury securities \| Concentrations of Credit Risk
Cash and cash equivalents and marketable securities	$ 21,142		$ 3,017

Condensed Consolidated Balance Sheets - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Condensed Consolidated Balance Sheets
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	2,000,000,000	2,000,000,000
Common stock, shares issued	173,770,952	167,557,988
Common stock, shares outstanding	173,770,952	167,557,988

Earning Per Share - Schedule of potentially dilutive securities excluded from the diluted loss per share calculation (Details) - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive securities	47,170,795	24,302,338
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive securities	19,333,303	1,023,745
2014 Equity Incentive Plan
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive securities	27,837,492	23,278,593

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash Flows from Operating Activities
Net loss	$ (10,344)	$ (7,141)
Adjustments to reconcile net loss to net cash and cash equivalents from operating activities:
Depreciation and amortization	753	544
Amortization of right-of-use assets	9
Loss on sale of property, plant and equipment		1
Stock compensation expense	1,596	70
Deferred taxes	(23)	(53)
Warrant liabilities	(710)
Accrued interest on convertible notes payable to be paid in kind		177
Loss from change in fair value of embedded derivative liability		2,680
Changes in operating assets and liabilities that provided (used) cash and cash equivalents:
Contract receivables	(810)	(130)
Prepaid expenses and Other Assets	659	(67)
Accounts payable	(3,310)	84
Deferred revenue	(69)	(36)
Accrued and other liabilities	(2,300)	245
Operating lease liability	180	(17)
Net cash and cash equivalents used in operating activities	(14,369)	(3,643)
Cash Flows from Investing Activities
Purchases of property, plant and equipment	(10,527)	(68)
Purchase of marketable securities and long-term investments	(61,669)
Proceeds from sales of marketable securities	23,420
Purchases of intangible assets	(105)	(29)
Net cash and cash equivalents used in investing activities	(48,881)	(97)
Cash Flows from Financing Activities
Proceeds from debt		958
Payments of debt	(38)	(304)
Proceeds from issuance of convertible note payable		4,875
Proceeds from exercise of common stock options	270	17
Payments on finance lease liability	(12)
Transaction costs	(12)
Net cash and cash equivalents provided by financing activities	208	5,546
Net (Decrease) Increase in Cash and Cash Equivalents	(63,042)	1,806
Cash and cash equivalents at beginning of period	513,447	4,974
Cash and cash equivalents at end of period	450,405	6,780
Supplemental information
Cash paid for interest	3	42
Accrued Capital Expenditures	$ 3,119	$ 65

Property, Plant and Equipment (Tables)

3 Months Ended

Mar. 31, 2022

Property, Plant and Equipment

Summary of Property, Plant and Equipment


	March 31, 2022		December 31, 2021
Commercial production equipment	$	9,758	$	9,139
Laboratory equipment		1,435		1,316
Leasehold improvements		5,199		4,674
Computer equipment		468		416
Furniture and fixtures		393		321
Construction in progress		24,944		12,684
Total cost		42,197		28,550
Accumulated depreciation		(7,219)		(6,468)
Net property, plant and equipment	$	34,978	$	22,082

Long-term Debt (Tables)

3 Months Ended

Mar. 31, 2022

Long-term Debt

Summary of long-term debt


	March 31, 2022		December 31, 2021
Various equipment notes payable to banks in monthly installments ranging from $1 to $2, including interest at 6.255 percent to 12.18 percent maturing from April 2022 through December 2022. The notes are collateralized by the financed equipment and guaranteed by a stockholder of the Company.	$	92	$	130
Total		92		130
Less current portion		88		120
Long‑term portion	$	4	$	10

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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+ Details

Convertible Notes Payable

3 Months Ended

Mar. 31, 2022

Convertible Notes Payable

Convertible Notes Payable

Note 7 – Convertible Notes Payable

2020 Convertible Promissory Notes

On December 10, 2020 and December 18, 2020, the Company issued unsecured convertible promissory notes to investors in the total principal amount of $5,125, and on February 4, 2021, and March 1, 2021, the Company issued additional unsecured convertible promissory notes to investors in the total principal amount of $4,875, as part of a single financing (collectively, the “2020 Notes"). The 2020 Notes accrued interest at eight percent per annum. The 2020 Notes were converted into 1,007,965 shares of Legacy Solid Power Series B Preferred Stock, on May 5, 2021, in conjunction with the closing of the Legacy Solid Power Series B Preferred Stock (“Series B Financing”). The outstanding balance on the 2020 Notes, including accrued interest, was $10,228 when the 2020 Notes were converted to Legacy Solid Power Series B Preferred Stock. Interest expense for three months ended March 31, 2021 was $144 for the 2020 Notes. The principal of the 2020 Notes was included in Additional Paid In Capital and the fair value of the embedded derivative was recorded as a liability on Legacy Solid Power’s balance sheet. The fair value of the embedded derivative was $5,497. This balance was transferred, along with the accrued interest, to mezzanine equity upon conversion of the 2020 Notes to Series B Preferred Stock in conjunction with the Series B Financing.

2020 Convertible Promissory Notes Embedded Derivative

The 2020 Notes contained the following embedded derivatives: (i) a share settled redemption upon Qualified Financing; (ii) share settled redemption upon the closing of the Business Combination; and (iii) share settled redemption at maturity.

Embedded derivatives are separated from the host contract and carried at fair value when: (a) the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract; and (b) a separate, stand-alone instrument with the same terms would qualify as a derivative instrument. The Company has concluded that certain embedded derivatives within the 2020 Notes meet these criteria and, as such, must be valued separate and apart from the 2020 convertible promissory notes as one embedded derivative and recorded at fair value each reporting period.

See Note 8 – Fair Value Measurement for information about the assumptions that the Company used to measure the fair value of the embedded derivative.

2019 Convertible Promissory Notes

On December 4, 2019, the Company issued an unsecured convertible promissory note to an investor in the principal amount of $3,000 (the “2019 Note,” and together with the 2020 Notes, the “Convertible Promissory Notes”). The 2019 Note accrued interest at 5 percent per annum. The 2019 Note converted into 254,899 shares of Legacy Solid Power Series B Preferred Stock, in conjunction with the Series B Financing. Upon this conversion, the 2019 Note converted to Series B Preferred Stock at a 30 percent discount.

See Note 8 – Fair Value Measurement for information about the assumptions that the Company used to measure the fair value of the 2019 Note. At December 31, 2020, the outstanding balance on the 2019 Note was $3,612. For three months ended March 31, 2021, interest expense of $37 was incurred related to the 2019 Note.

For all debt instruments, including any for which the Company has elected fair value accounting, the Company classifies interest that has been accrued during each period as Interest expense on the Condensed Consolidated Statements of Operations.

Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2015	May 31, 2021
Cash received from options exercised under all share-based payment arrangements	$ 270	$ 17
Equity incentive, 2014 Plan
Cash received from options exercised under all share-based payment arrangements	$ 270	$ 17
Common stock
Number of shares issued on exercise of stock options	6,212,964	276,822
Warrants
Warrants to purchase shares of common stock			45,730	276,000	1,755,557
Exercise price of warrants			$ 0.53	$ 0.00001088	$ 0.01
Expenses related to issuance of warrants			$ 16	$ 18

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current Assets
Cash and cash equivalents	$ 450,405	$ 513,447
Marketable securities	102,910	75,885
Contract receivables	1,639	829
Prepaid expenses and other current assets	2,919	4,216
Total current assets	557,873	594,377
Property, Plant and Equipment, net	34,978	22,082
Right-Of-Use Operating Lease Asset, net	7,569
Right-Of-Use Financing Lease Asset, net	212
Other Assets	1,239	602
Long-term Investments	10,898
Intangible Assets , net	722	619
Total assets	613,491	617,680
Current Liabilities
Accounts payable	4,135	4,326
Current portion of long-term debt	88	120
Deferred revenue	431	500
Accrued and other current liabilities:
Accrued compensation	810	1,151
Other accrued liabilities	310	2,269
Operating lease liabilities, short-term	657
Financing lease liabilities, short-term	46
Total current liabilities	6,477	8,366
Long-term Debt	4	10
Operating Lease Liabilities, Long-Term	7,487
Financing Lease Liabilities, Long-Term	164
Warrant Liabilities	49,310	50,020
Other Long-term Liabilities		393
Deferred Taxes	204	226
Total liabilities	63,646	59,015
Stockholders' Equity
Common stock, $0.0001 par value; 2,000,000,000 shares authorized; 173,770,952 and 167,557,988 shares issued and outstanding as of March 31, 2022 and December 31, 2021 respectively	17	17
Additional paid in capital	570,037	568,183
Accumulated other comprehensive loss	(330)
Accumulated deficit	(19,879)	(9,535)
Total stockholders' equity	549,845	558,665
Total liabilities and stockholders' equity	$ 613,491	$ 617,680

Leases (Tables)

3 Months Ended

Mar. 31, 2022

Leases

Summary of components of lease related expense


	Three months ended
	March 31, 2022
Lease costs
Finance lease costs:
Amortization of right-of-use assets	$	9
Interest on lease liabilities		3
Operating lease costs		277
Variable lease costs		—
Total lease expense	$	289

Summary of components of supplemental cash flow information related to leases


	Three months ended
	March 31, 2022
Operating outgoing cash flows – finance lease	$	2
Financing outgoing cash flows – finance lease		12
Operating outgoing cash flows – operating lease		94
Right-of-use assets obtained in exchange for new finance lease liabilities		220
Right-of-use assets obtained in exchange for new operating lease liabilities		7,731

Summary of remaining weighted-average lease term and weighted-average discount rate


	Three months ended
	March 31, 2022
Finance lease
Weighted-average remaining lease term - finance lease (in years)	4.89
Weighted-average discount rate - finance lease	5.2	%
Operating lease
Weighted-average remaining lease term - operating lease (in years)	10.93
Weighted-average discount rate - operating lease	5.8	%

Schedule of future minimum annual commitments under these operating leases

As of March 31, 2022, future minimum payments during the next five years and thereafter are as follows (amounts in thousands):


Fiscal year	Finance lease		Operating lease
2022 (remaining nine months)	$	42	$	818
2023		57		1,123
2024		57		1,068
2025		22		779
2026		22		802
Thereafter		38		6,584
Total		238		11,174
Less present value discount		28		3,030
Lease liabilities	$	210	$	8,144

Retirement Plans (Details) - USD ($) $ in Thousands	3 Months Ended
Retirement Plans (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021
Retirement Plans
Contributions to the plan	$ 144	$ 81

Leases

3 Months Ended

Mar. 31, 2022

Leases

Leases

Note 14 – Leases

The Company leases its headquarters, other warehouse space and certain equipment. Fixed rent generally 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 headquarters are under a noncancelable operating lease with a maturity date in September 2024. In 2019, the Company amended the lease, agreeing to sublease additional space in the building, which sublease expires in December 2024.

On September 1, 2021, the Company entered into an Industrial Lease Agreement with the initial term through March 31, 2029. Under this 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 is responsible for its proportionate share of common area maintenance, taxes, and insurance.

The Company has certain equipment leases classified as financing leases as of March 31, 2022.

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

The components of lease related expense are as follows:


	Three months ended
	March 31, 2022
Lease costs
Finance lease costs:
Amortization of right-of-use assets	$	9
Interest on lease liabilities		3
Operating lease costs		277
Variable lease costs		—
Total lease expense	$	289

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


	Three months ended
	March 31, 2022
Operating outgoing cash flows – finance lease	$	2
Financing outgoing cash flows – finance lease		12
Operating outgoing cash flows – operating lease		94
Right-of-use assets obtained in exchange for new finance lease liabilities		220
Right-of-use assets obtained in exchange for new operating lease liabilities		7,731


	Three months ended
	March 31, 2022
Finance lease
Weighted-average remaining lease term - finance lease (in years)	4.89
Weighted-average discount rate - finance lease	5.2	%
Operating lease
Weighted-average remaining lease term - operating lease (in years)	10.93
Weighted-average discount rate - operating lease	5.8	%

As of March 31, 2022, future minimum payments during the next five years and thereafter are as follows (amounts in thousands):


Fiscal year	Finance lease		Operating lease
2022 (remaining nine months)	$	42	$	818
2023		57		1,123
2024		57		1,068
2025		22		779
2026		22		802
Thereafter		38		6,584
Total		238		11,174
Less present value discount		28		3,030
Lease liabilities	$	210	$	8,144

Property, Plant and Equipment

3 Months Ended

Mar. 31, 2022

Property, Plant and Equipment

Property, Plant and Equipment

Note 4 – Property, Plant and Equipment

Property, plant and equipment are summarized as follows:


	March 31, 2022		December 31, 2021
Commercial production equipment	$	9,758	$	9,139
Laboratory equipment		1,435		1,316
Leasehold improvements		5,199		4,674
Computer equipment		468		416
Furniture and fixtures		393		321
Construction in progress		24,944		12,684
Total cost		42,197		28,550
Accumulated depreciation		(7,219)		(6,468)
Net property, plant and equipment	$	34,978	$	22,082

Depreciation and amortization expense related to property, plant and equipment for the three months ended March 31, 2022 and 2021 was $751 and $542, respectively. Depreciation and amortization expenses are allocated ratably across operating expenses on the accompanying condensed consolidated statements of operations. Depreciation expenses for dedicated laboratory equipment and commercial production equipment are charged to Research and development; other depreciation and amortization expenses are included in the Company’s overhead and are allocated across operating

expenses on the accompanying condensed consolidated statements of operations based on Company personnel costs incurred.

The Company is expanding its cell production capabilities through the construction of a second dry room and installation of a second cell-production line, which is expected to be able to produce larger format all-solid-state battery cells as part of the automotive qualification process. The Company expects to complete this construction in 2022. Construction in progress related to these efforts was $10,206 and $6,875 as of March 31, 2022 and December 31, 2021, respectively.

The Company is expanding its sulfide-based solid electrolyte production to a second location. Scaling this production will allow it to produce larger quantities of electrolyte material required to feed the cell-production lines and continue research and development efforts. The Company expects to complete construction in late 2022. Construction in progress related to these efforts was $5,863 and $943 as of March 31, 2022 and December 31, 2021, respectively.

As of March 31, 2022 and December 31, 2021, Construction in progress also contains $8,875 and $4,866, respectively, related to progress payments made to vendors for customized equipment in connection with the expansions described above and that will be recorded as Property, Plant and Equipment upon being received and placed in service.

Fair Value Measurements - Measurement inputs (Details) - Recurring - Level 2 - Private Placement Warrants	Mar. 31, 2022 $ / shares Y	Dec. 31, 2021 $ / shares Y
Exercise Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input, warrants	11.50	11.50
Stock Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input, warrants	8.67	8.74
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input, warrants	45.3	48.9
Term
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input, warrants \| Y	4.69	4.94
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input, warrants	2.4	1.24

Long-term Debt

3 Months Ended

Mar. 31, 2022

Long-term Debt

Long-term Debt

Note 6 – Long-term Debt

Long-term debt is as follows:


	March 31, 2022		December 31, 2021
Various equipment notes payable to banks in monthly installments ranging from $1 to $2, including interest at 6.255 percent to 12.18 percent maturing from April 2022 through December 2022. The notes are collateralized by the financed equipment and guaranteed by a stockholder of the Company.	$	92	$	130
Total		92		130
Less current portion		88		120
Long‑term portion	$	4	$	10

Note Payable

On December 7, 2021, prior to the Closing, the Company used available cash to pay off the outstanding balance and remaining fees of a note payable to a commercial bank. The Company was in compliance with all financial covenants through the loan payoff on December 7, 2021.

Interest expense on long-term debt for the three months ended March 31, 2022 was $3 and interest expense on long-term debt and convertible notes payable for the three months ended December 31, 2021 was $41.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Earnings Per Share - Schedule of reconciliation of basic weighted average common shares outstanding to diluted weighted average shares outstanding (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Earnings Per Share
Net loss	$ (10,344)	$ (7,141)
Weighted average shares outstanding - basic	172,395,717	70,087,539
Weighted average shares outstanding - diluted	172,395,717	70,087,539
Net loss per share - Basic	$ (0.06)	$ (0.10)
Net loss per share - Diluted	$ (0.06)	$ (0.10)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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+ Details

Contingencies

3 Months Ended

Mar. 31, 2022

Contingencies

Contingencies

Note 17 – 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. DCRC, the predecessor to the Company, received a demand letter dated August 31, 2021 from counsel purporting to represent a shareholder of DCRC alleging that the proposed vote on the Authorized Share Charter Proposal (“Proposal”) for the proposed business combination with Legacy Solid Power violated Section 242(b)(2) of the Delaware General Corporation law and demanded that DCRC provide DCRC’s Class A stockholders with a separate class vote on the Proposal. DCRC subsequently provided for the Class A stockholders to have a separate class vote on the Proposal share increase. The Proposal was approved and the Business Combination closed. The counsel who issued this demand letter made a fee demand (the “Fee Demand”) for prompting the change in the Proposal. The Company accrued a liability of $500 on its Consolidated Balance Sheets as of December 31, 2021 in anticipation of settling the Fee Demand. On March 10, 2022, the Company settled the Fee Demand for an amount that is materially consistent with the Company’s accrual.

Nature of Business

3 Months Ended

Mar. 31, 2022

Nature of Business

Nature of Business

Note 1 – Nature of Business

Solid Power, Inc. (the “Company”), headquartered in Louisville, Colorado, is developing all-solid-state battery cell technology primarily for the electric vehicle market. The Company's planned business model is to license its all-solid-state battery cell designs and manufacturing know-how to top tier battery manufacturers or automotive original equipment manufacturers and to sell its sulfide-based solid electrolyte for incorporation into all-solid-state battery cells. As of March 31, 2022, Company has not derived material revenue from its principal business activities.

On December 8, 2021 (the “Closing Date”), the Company (f/k/a Decarbonization Plus Acquisition Corporation III (“DCRC”)) consummated its previously announced business combination pursuant to the Business Combination Agreement and Plan of Reorganization, dated June 15, 2021 (as amended, the “Business Combination Agreement”), among the Company, DCRC Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of DCRC (“Merger Sub”), and Solid Power Operating, Inc., a Colorado corporation (f/k/a Solid Power, Inc., “Legacy Solid Power”). Pursuant to the terms of the Business Combination Agreement, Merger Sub merged with and into Legacy Solid Power, with Legacy Solid Power surviving the merger as a wholly owned subsidiary of the Company (the “Merger” and, together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”).

Pursuant to the Business Combination Agreement, the Merger was accounted for as a reverse recapitalization in accordance with GAAP (the "Reverse Recapitalization"). Under this method of accounting, DCRC was treated as the "acquired" company and Legacy Solid Power is treated as the acquirer for financial reporting purposes. See Note 3

Fair Value Measurements

3 Months Ended

Mar. 31, 2022

Fair Value Measurements

Fair Value Measurements

Note 8 – Fair Value Measurements

The carrying amounts of certain financial instruments, such as cash equivalents, short-term investments, accounts receivable, accounts payable, accrued liabilities, and equipment notes payable approximate fair value due to their short maturities.

The fair value of debt instruments for which the Company has not elected fair value accounting is based on the present value of expected future cash flows and assumptions about the then-current market interest rates as of the reporting period and the creditworthiness of the Company. The book values of the Company’s long-term debt approximate fair value because interest rates charged are similar to other financial instruments with similar terms and maturities and the rates vary in accordance with a market index. Most of the Company's debt is carried on the condensed consolidated balance sheets on a historical cost basis net of unamortized discounts and premiums because the Company has not elected the fair value option of accounting. Changes to the inputs used in these valuation models can have a significant impact on the estimated fair value of the Convertible Promissory Notes and the Company's embedded derivatives.

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

As discussed in Note 7, all Convertible Promissory Notes were converted to Legacy Solid Power Series B Preferred Stock in May 2021. As of March 31, 2022 and December 31, 2021 the Company’s financial liabilities measured and recorded at fair value on a recurring basis were classified within the fair value hierarchy as follows:



	March 31, 2022
	Level 1		Level 2		Level 3		Total
Assets
Commercial Paper	$	46,569	$	—	$	—	$	46,569
Corporate Bonds	$	46,094	$	—	$	—	$	46,094
Government Bonds	$	11,206	$	—	$	—	$	11,206
U.S Treasuries	$	9,939	$	—	$	—	$	9,939

Liabilities
Public Warrants	$	27,767	$	—	$	—	$	27,767
Private Warrants	$	—	$	21,543	$	—	$	21,543


	December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets
Commercial Paper	$	33,275	$	—	$	—	$	33,275
Corporate Bonds	$	39,593	$	—	$	—	$	39,593
Government Bonds	$	3,017	$	—	$	—	$	3,017

Liabilities
Public Warrants	$	26,483	$	—	$	—	$	26,483
Private Warrants	$	—	$	23,537	$	—	$	23,537

The change in fair value of the Company’s marketable securities is included in Other Comprehensive loss. There were no transfers in and out of Level 3 fair value hierarchy during the three months ended March 31, 2022 and year ended December 31, 2021.

Fair Value of Stock Warrants

The fair value of the Private Placement Warrants (defined below) have been estimated using a Black-Scholes model as of March 31, 2022 and December 31, 2021. The fair value of the Public Warrants (defined below) has been measured based on the quoted price of such warrants on the Nasdaq Stock Market, a level 1 input. The estimated fair

value of the Private Placement Warrants is determined using Level 2 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 select peer company’s common stock that matches the expected remaining life of the warrants. 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 expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend yield is based on the historical rate, which the Company anticipates remaining at zero. Refer to Note 9 for additional details on the Company’s warrant liabilities.

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:



	March 31, 2022			December 31, 2021
Exercise Price	$	11.50		$	11.50
Stock Price	$	8.67		$	8.74
Volatility		45.3	%		48.9	%
Term		4.69			4.94
Risk-free rate		2.4	%		1.24	%

The following table provides a reconciliation of the Private Placement Warrants measured at fair value using Level 2 directly or indirectly observable inputs:


Date	Fair Value
December 31, 2021	$	3.07
Change in fair value	$	(0.26)
March 31, 2022	$	2.81

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Leases - Components of supplemental cash flow information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Leases
Operating outgoing cash flows - finance lease	$ 2
Financing outgoing cash flows - finance lease	12
Operating outgoing cash flows - operating lease	94
Right-of-use assets obtained in exchange for new finance lease liabilities	220
Right-of-use assets obtained in exchange for new operating lease liabilities	$ 7,731

Income Taxes (Details)	3 Months Ended
Income Taxes (Details)	Mar. 31, 2022	Mar. 31, 2021
Income Taxes
Effective tax rate	0.21%	0.74%

Mezzanine Equity

3 Months Ended

Mar. 31, 2022

Mezzanine Equity

Mezzanine Equity

Note 10 – Mezzanine Equity

In accordance with ASC 480, Legacy Solid Power's Series A-1 Preferred Stock and Series B Preferred Stock (collectively, "Preferred Stock") prior to the Business Combination were classified as mezzanine equity. Immediately prior to the Closing Legacy Solid Power had 14,069,187 of Series A-1 Preferred Shares outstanding and 8,777,812 shares of Series B Preferred Stock outstanding. Legacy Solid Power issued the Series B Preferred Stock in May 2021 in exchange for $135,579 of cash and the conversion of the 2019 Note and the 2020 Notes as discussed in Note 7. See Note 11 for a discussion of warrants issued with the Legacy Solid Power Series B Preferred Stock.

Prior to the Business Combination, the Preferred Stock had a redemption feature, at the option of the holders of a majority of the outstanding Preferred Stock, any time after April 30, 2031. The Preferred Stock was redeemable for the greater of its original issue price, plus all declared but unpaid dividends thereon, or fair value. Since the Preferred Stock had redemption provisions that were not solely within control of Legacy Solid Power, the Preferred Stock was classified prior to the Business Combination as mezzanine equity on Legacy Solid Power’s balance sheets.

As a result of the Business Combination with DCRC on December 8, 2021 the Solid Power Series A-1 and Series B Preferred Stock converted to common stock. The 14,069,187 and 8,777,812 Series A-1 Preferred Stock and Series B Preferred Stock were converted to the equivalent number of shares of Legacy Solid Power common stock prior to the impact of the common stock Exchange Ratio used to complete the Business Combination.

Intangible Assets

3 Months Ended

Mar. 31, 2022

Intangible Assets

Intangible Assets

Note 5 – Intangible Assets

Intangible assets of the Company are summarized as follows:


	March 31, 2022				December 31, 2021
	Gross Carrying		Accumulated		Gross Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
Intangible assets:
Licenses	$	149	$	(45)	$	149	$	(42)
Patents pending		597		—		503		—
Trademarks		9		—		9		—
Trademarks pending		12		—		—		—
Total amortized intangible assets	$	767	$	(45)	$	661	$	(42)

Amortization expense for intangible assets totaled $2 for each of the three months ended March 31, 2022 and 2021. Useful lives of intangible assets range from three to 20 years. Amortization expenses are allocated ratably across operating expenses on the accompanying condensed consolidated statements of operations.

Leases - Components of lease (Details) $ in Thousands	3 Months Ended
Leases - Components of lease (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Lease costs
Finance lease costs, amortization of right-of-use assets	$ 9
Finance lease costs, interest on lease liabilities	3
Operating lease costs	277
Total lease expense	$ 289

Stock Based Compensation - Fair value of options granted (Details) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($) $ / shares
Stock Based Compensation
Approximate risk-free rate	1.02%
Volatility	59.97%
Average expected life (years)	6 years
Dividend yield	0.00%
Weighted-average grant date fair value per share \| $ / shares	$ 0.95
Estimated fair value of total options granted \| $	$ 31

Significant Accounting Policies (Policies)	3 Months Ended
Significant Accounting Policies (Policies)	Mar. 31, 2022
Significant Accounting Policies
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared on the basis of generally accepted accounting principles in the United States (“GAAP”). 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 amounts presented in the notes are in thousands, except share and per share amounts. The accompanying unaudited condensed consolidated financial statements include accounts of the Company and its wholly owned subsidiary, Solid Power Operating, Inc. All intercompany balances and transactions have been eliminated in consolidation.
Long-Term Investments	Long-Term Investments The Company considers all investments with an original maturity of twelve months or more when purchased to be Long-term Investments.
Concentrations of Credit Risk	Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents, marketable securities and long-term investments. As of March 31, 2022 and December 31, 2021, approximately $405,476 and $492,248, respectively, of our total cash and cash equivalents and marketable securities were held in U.S. money market funds, and $21,142 and $3,017, respectively, were invested in U.S. government bonds and treasury securities. The Company seeks to mitigate its credit risk with respect to cash and cash equivalents, marketable securities and long-term investments by making deposits with large, reputable financial institutions and investing in high credit rated instruments.
Leases	Leases The Company accounts for its leases under ASU No. 2016-02, Leases (Topic 842). Under this guidance, the Company classifies contracts meeting the definition of a lease as operating or financing leases, and leases are recorded on the condensed consolidated balance sheet as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right-of-use asset results in front-loaded expense over the lease term. Variable lease expenses, including common maintenance fees, insurance and property tax, are recorded when incurred. In calculating the right-of-use asset and lease liability, the Company elects to combine lease and non-lease components for all classes of assets. The Company excludes short-term leases having initial terms of 12 months or less as an accounting policy election, and instead recognizes rent expense on a straight-line basis over the lease term.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), followed by other related ASUs that provided targeted improvements and additional practical expedient options. On January 1, 2022, the Company adopted the standards under Topic 842 using the modified retrospective method and elected a number of the practical expedients in its implementation of Topic 842. The key change that affected the Company relates to accounting for operating leases for which it is the lessee that were historically off-balance sheet. The impact of adopting the standards resulted in the recognition of a right-of-use asset of $7,853 and lease liability of $8,246 on the Company’s condensed consolidated balance sheets on January 1, 2022, exclusive of previously recognized lease balances. The implementation of Topic 842 did not have a material effect on the Company’s condensed consolidated statement of operations or condensed consolidated statement of cash flows for the three months ended March 31, 2022. Financial Instruments In June 2016, the FASB issued ASU 2016-13, Financial Instruments- Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This guidance introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. ASU 2016-13 also provides updated guidance regarding the impairment of available-for-sale debt securities and includes additional disclosure requirements. The Company adopted this guidance as of January 1, 2022. The Company regularly reviews its available-for-sale marketable securities and evaluates the current expected credit losses by considering factors such as any changes in credit ratings, historical experience, market data, issuer-specific factors, and current economic conditions. Based on this analysis, an allowance for credit losses is recorded as a reduction to the carrying value of the asset. The Company reviews its receivable aging on an individual customer level, considering collectability of cash flows based on the risk of past events, current conditions, and forward-looking information. The Company establishes allowances for bad debts equal to the estimable portions of accounts receivable for which failure to collect is expected to occur. Allowances for doubtful accounts are recorded as reductions to the carrying values of the related receivables. Income Taxes In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which aims to reduce complexity in accounting standards by improving certain areas of GAAP without compromising information provided to users of financial statements. ASU 2019-12 is effective for public entities for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. For all other entities, the standard is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company adopted this guidance beginning January 1, 2022 with no financial statement impact at adoption.

Earnings Per Share

3 Months Ended

Mar. 31, 2022

Earnings Per Share

Earnings Per Share

Note 13 – Earnings Per Share

The table below reconciles basic weighted average common shares outstanding to diluted weighted average shares outstanding for March 31, 2022 and 2021. Basic earnings per share is based on the weighted average number of common shares outstanding for the period. Diluted earnings per share also includes the dilutive effect of additional potential common shares issuable from stock-based awards and are determined using the treasury stock method. Basic earnings per share represents net earnings or loss attributable to Common Stock divided by the basic weighted average number of common shares outstanding during the period. Diluted earnings per share represents net earnings divided by diluted weighted average number of common shares, which includes the average dilutive effect of all potentially dilutive securities that are outstanding during the period. The unvested stock awards, warrants, and options are included in the number of shares outstanding for diluted earnings per share calculations, unless a net loss is reported, in which situation unvested stock awards, warrants, and options are excluded from the number of shares outstanding for diluted earnings per share calculations.