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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): June 27, 2022

 

Solid Power, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-40284   86-1888095
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification Number)

 

486 S. Pierce Avenue, Suite E

Louisville, Colorado

  80027
(Address of principal executive offices)   (Zip code)

 

(303) 219-0720

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).

 

Emerging growth company x

 

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. ¨

 

 

 

 

 

Item 7.01Regulation FD Disclosure.

 

On June 28, 2022, Jon Jacobs, Chief Marketing Officer of Solid Power, Inc. (the “Company”), will present at the Battery Show Europe 2022 in Stuttgart, Germany. In addition, on June 30, 2022, Joshua Buettner-Garrett, Chief Technology Officer of the Company, will present at IMLB 2022 in Sydney, Australia. A copy of the PowerPoint slides that will be used in each presentation is attached hereto as Exhibit 99.1.

 

Such exhibit and the information set forth therein will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

 

Item 9.01Financial Statements and Exhibits.

 

(d)Exhibits.

 

See the Exhibit index below, which is incorporated herein by reference.

 

Exhibit
No.
  Description
99.1   PowerPoint slides
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

Dated: June 27, 2022

  SOLID POWER, INC.
     
  By: /s/ James Liebscher
    Name: James Liebscher
    Title: Chief Legal Officer and Secretary

 

 

Exhibit 99.1

 

The Road to a Solid - State - Powered Future: Automotive Qualification and the "A - Sample" Cell June 28, 2022

 

 

Cautionary Note Regarding F o r w a rd – L oo king S t a t e men ts This presentation (this “Presentation”) includes “forward - looking statements” within the meaning of Section 27A of the Securitie s Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements (other than statements of present or historical fact included in this Presentation), including Solid Power’s path to commercialization, e xpe cted product design capabilities, product safety benefits and projected addressable market, as well as the company’s strategy , future operations, estimated financial position, estimated revenues and losses, projected costs, prospects, plans and objecti ves of management are forward - looking statements. When used herein, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “plan,” “outlook,” “seek,” the negative of such terms and other simi lar expressions are intended to identify forward - looking statements, although not all forward - looking statements contain such identifying words. These forward - looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Solid Power disclaims 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 hereof. All forward - looking statements speak only as of the date of this Presentation. Solid Power cautions you that these forward - looking statement s are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Solid Power, including the following factors: ( i ) 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 to do so in advance of the development of competing technologies; (ii) risks relating to the non - exclusive nature of our original equipment manufacturers and joint development agreement relationships; (iii) our ability to negotiate and execute supply agreements with our partners on commercially reasonable terms; (iv) our ability to protect our intellectual property, including in juris dic tions outside of the United States; (v) broad market adoption of electric vehicles and other technologies where we are able t o deploy our all - solid - state batteries, if developed successfully; (vi) our success in retaining or recruiting, or changes require d in, our officers, key employees, including technicians and engineers, or directors; (vii) changes in applicable laws or reg ula tions; (viii) risks related to technology systems and security breaches; (ix) the possibility that COVID - 19 or a future pandemic may adversely affect our results of operations, financial position and cash flows; (x) the possibility that we may be adversely affected by o ther economic, business or competitive factors, including supply chain interruptions, and may not be able to manage other risks an d u ncertainties; (xi) risks relating to our status as an early stage company with a history of financial losses, and an expectat ion to incur significant expenses and continuing losses for the foreseeable future; (xii) rollout of our business plan and the timin g o f expected business milestones; (xiii) the termination or reduction of government clean energy and electric vehicle incentive s; (xiv) delays in the construction and operation of production facilities; and (xv) changes in domestic and foreign business, market, fi nancial, political and legal conditions. Should one or more of the risks or uncertainties described in this Presentation, or und erlying assumptions, prove incorrect, actual results and plans could differ materially from those expressed in any forward - looking state ments. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in the “Risk Factors” section of Solid Power’s Annual Report on Form 10 - K for the year ended December 31, 20 21 as filed with the Securities and Exchange Commission (“SEC”) and other documents filed by Solid Power from time to time with the SEC, all of which are available on the SEC’s website at www.sec.gov . These filings identify and address other important risks and uncertainties that could cause actual events and results to di ffe r materially from those contained in the forward - looking statements. Solid Power gives no assurance that it will achieve its expectations. Trademarks and Trade Names Solid Power owns or has rights to various trademarks, service marks and trade names that it uses in connection with the its o per ations. This Presentation also contains trademarks, service marks and trade names of third parties, which are the property of th eir respective owners. The use or display of third parties’ trademarks, service marks, trade names or products in this Presentation is not intended to, and does not im ply , a relationship with Solid Power, or an endorsement or sponsorship by or of Solid Power. Solely for convenience, the tradema rks , service marks and trade names referred to in this Presentation may appear with the ®, TM or SM symbols, but such references are not intended to indicate, in any way , t hat Solid Power will not assert, to the fullest extent under applicable law, its rights or the right of the applicable licens or to these trademarks, service marks and trade names. Industry and Market Data Although all information, opinions and other information expressed in this Presentation, including market data and other stat ist ical information, were obtained from sources believed to be reliable and are included in good faith, Solid Power has not inde pen dently verified the information and makes no representation or warranty, express or implied, as to its accuracy or completeness. Some data is also based on the g ood faith estimates of Solid Power, which are derived from its review of internal sources as well as the independent sources desc ri bed herein. 2 Discla i mer

 

 

3 Agenda 1. Solid Power Overview 2. Solid - State Value Proposition 3. From Lab to A - Sample 4. From A - Sample to Start - of - Production (SOP)

 

 

4 Source: Bloomberg NEF. 1. Based upon BNEF’s estimates of global electric and non - electric vehicle production in 2035. Battery opportunity assumes 70 kW h pack sizes and $85 / kWh. 4 Solid Power is a Leading All - Solid - State Battery Developer Developing and producing OEM - validated batteries and materials on industry standard equipment Company Highlights Production Line Cells Tested by Multiple OEMs and Top Tier Battery Producers Founded in 2011 11 Years of R&D Pilot Production Facility Operational Since 2019 3 Years of Manufacturing Development World Class Team 160+ Employees The only pure - play solid - state battery company trading publicly Listed on NASDAQ in December 2021 Key Business Highlights Industry leader in All - Solid - State battery technology Disruptive, Scalable Business Model Addressing ~$590bn+ Market 1 Joint Development Agreements with Leading Auto OEMs Capital - Light Business Model Experienced and Deep Management Team Proven Low - Cost Manufacturing Process at Pilot Scale

 

 

Two Product Groups 5 Long - term strategy: R&D and manufacturing Sulfide Solid Electrolytes Energy Dense Pouch Cells ▪ Proprietary sulfide - based solid electrolytes tuned for high conductivity and electrode compatibility ▪ Best all - around performing solid electrolyte materials ▪ Low - cost and scalable ▪ Capital light with attractive margins ▪ Can be sold to entire universe of companies pursuing their own sulfide - based all - solid - state batteries Long - term strategy: R&D and licensing ▪ Proprietary design and production of industry leading all - solid - state cells ▪ Intend to utilize top tier cell manufacturers as licensed commercialization partners ▪ Low - cost and scalable ▪ Third - party produced cells expected to be sold to Ford and BMW and compete for other Auto OEMs + Business Model Business Model ▪ Sales of electrolyte material ▪ License cell design and production process

 

 

6 One Flexible All - Solid - State Platform Solid Power’s solid electrolyte can accommodate existing and prospective cathode and anode materials Solid Catholyte Core Technology: Solid Electrolyte Unique variants tuned as electrolyte, catholyte and anolyte products Flexible platform allows use of alternative anode + cathode materials to suit specific performance requirements Solid Anolyte Solid Electrolyte Silicon Based Anodes ▪ High charge rates and lower temperature capability Lithium Metal Anodes ▪ High energy Intercalation - Type Cathodes ▪ Industry - standard and commercially mature Conversion - Type Cathodes ▪ Low cost and high specific energy Anode Cathode High - Content Silicon NMC 811 Solid Electrolyte Solid Electrolyte NMC 811 Ultra - Thin Lithium Metal Electrolyte advancements through R&D are expected to benefit all anode and cathode chemistries

 

 

Solid Power Product Roadmap Sustaining a product roadmap with continuous performance improvements across three unique chemistries Note: Lithium metal anode portrayed in the fully - charged state. Solid Power cell performance metrics are initial commercialization design targets.1. Solid Power estimates. 7 390 Wh / kg, 930 Wh / L 440 Wh / kg, 930 Wh / L 560 Wh / kg, 785 Wh / L Separator Anode Cathode Anode Current Collector Cathode Current Collector Silicon EV Cell Lithium Metal EV Cell Conversion Reaction Cell High - Content Silicon NMC 811 NMC 811 Solid Electrolyte Ultra - Thin Lithium Metal Next Gen. Solid Electrolyte Ultra - Thin Lithium Metal Solid Catholyte Solid Anolyte Solid Catholyte Solid Catholyte Solid Electrolyte Multi - product roadmap specifically geared to satisfy Auto OEM objectives of early and sustained success

 

 

Solid - State Value Proposition 8

 

 

Truly All - Solid Cells Estimated to Bring High Energy, Lower Pack Costs Estimated savings at the pack level due to high - energy cells, safety improvements and high - temp stability Source: Based on Solid Power internal calculations. WM0 JL1JL2

 

 

10 Solid Power Cells Projected to Provide More Energy Source: Bloomberg NEF and Solid Power. Note: The NMC (811) references in the graphic are for two different cell formats. The slightly lower volumetric energy density is f or a pouch format and the slightly higher for a prismatic format (presumably stacked). NCA90 is in a cylindrical cell. All are based on real world energy densities. Solid Power cell performance metrics are initial comm erc ialization design targets. Lighter Weight Smaller Size 0 200 400 600 800 1000 1200 0 100 200 300 400 500 600 WH / L WH / Kg NCA90 NMC (811) NMC (811) Li - Ion Solid Power Lithium Metal EV Cell Solid Power Silicon EV Cell Solid Power Conversion Reaction EV Cell Performance Improvement Ultra - Low Cost JG0

 

 

| *Includes process & materials costs. Process cost includes machine investment, installation, facility, utility cost, direct o per ator(s), along with indirect and MRO personnel. Utilized 2021 labor & utility rates based on operator skill level and country location. All components were evaluated using 2021 material costs, which assume standard global market prices rather than spe cific regional or supplier agreements. Materials are assumed to be purchased in quantities greater than 500,000 kg annually Source: Munro & Associates Mach - E Thermal Management System Teardown Report 11 Designing Solid Power Cells to Allow for Simplified Pack Designs Solid Power cells may reduce the need for complex cooling mechanisms* Typical Battery Pack Internal Cooling & Coolant Lines Zone Thermal System System Battery Pack Cooling Parts 56 Material Weight (kg) 20.44 Coolant Fluid Weight (kg) 19.05 Total Weight (kg) 39.49 Total Potential Cooling System Cost ~$400 Five cooling plates for potential elimination Potential coolant elimination Various cooling tubing for potential elimination WM0 HE1 JL2 JL3 JL4 JL5 HE6

 

 

Aluminum Crash Structure Lower Protection Cover Solid Power Cells Expected to Provide Improved Safety 12 1. Source: TIAX DOE SBIR Phase II Project. 2. Post - test images show cells at 80%, 90% and 100% SOC . Test Description Result Nail Penetration ▪ Cells at 100% state - of - charge (SOC) Passed External Short Circuit ▪ Cells at 100% SOC Passed Overcharge ▪ Cells at 100% SOC ▪ Charged to 200% SOC at 1C charge rate Passed Commercial 18650 NMC cell 1 Nail Penetration – Failed 2 ▪ No hazard. No venting or loss of material ▪ Tests completed by independent third party Solid Power 2Ah High - Content Silicon Solid Power passed OEM partner - specified tests Test Description Result Nail Penetration ▪ Failed due to fire and flame Failed ▪ Failed Nail Penetration test due to fire or flame, defined as ignition and sustained combustion of flammable gas or liquid Potential armor elimination Preliminary test results JL0

 

 

From Lab to A - Sample 13

 

 

14 Solid Power Cell Development Progression From benchtop to automotive qualification Cells are scaled to continuously improve the technology and facilitate process development R&D Die Cell 1 - Layer, 2 cm 2 R&D Coin Pouch 0.2 Ah 2 Ah 20 Ah EV Cell 1 - Layer, 2 cm 2 1 - Layer A , 5 x 10 cm Cell 10 - Layer A , 5 x 10 cm Cell 22 - Layer*, 9 x 20 cm Cell 40 - Layer B , 10 x 30 cm Cell A. Number of layers corresponds to number of double - sided cathodes for 0.2 Ah through EV cell. B. Initial EV cell design WM0

 

 

15 R&D Die Cell Stage 1 of Solid Power’s cell development R&D die cells are the first proving grou nd for new materials in the R&D stage ▪ Many options for materials – blank canvas ▪ Minimizes costs and increases number of experiments ▪ Pelletized separator eliminates need for high - quality separator coating ▪ Use of compacted binder - less powders as electrodes or discs of slurry - coated electrodes ▪ Former used for basic compatibility/capacity studies ▪ Latter provides first true indication of impedance, layer density Goal: New materials development R&D Die Cell 2 cm 2

 

 

16 R&D Die Cell Solid Power’s cell formats R&D die cells are the first proving grou nd new materials in the R&D stage ▪ Improved electrolyte materials ▪ Improved performance (higher conductivity, improved stability, etc.) ▪ Lower cost ▪ Electrode performance ▪ Optimized active materials ▪ Surface treatments for sulfide compatibility across wide voltage range Key Development Topics: R&D Die Cell 2 cm 2

 

 

17 R&D Coin Pouch Solid Power’s cell formats Moving to a coated separator is an important step in demonstrating the core sulfide technology ▪ Many options for materials and high cell throughput, similar to die cells ▪ Introduces coated separator layer with more representative thicknesses, compositions, and interfaces for all layers R&D Coin Pouch 1 - Layer, 2 cm 2 Goal: Practical performance of new materials

 

 

18 R&D Coin Pouch Solid Power’s cell formats Moving to a coated separator is an important step in demonstrating the core sulfide technology ▪ Binder development – compositions that minimize intra - and inter - layer impedance ▪ First indications of rate capability and long - term cycling ▪ Minimization of stack pressure R&D Coin Pouch 1 - Layer, 2 cm 2 Key Development Topics: JL0

 

 

19 0.2 Ah Cell Solid Power’s cell formats First roll - to - roll cell demonstrates that a single layer can be produced using Li - ion equipment ▪ Simplicity of fewer interfaces for initial validation of roll - to - roll processes avoids adding complexity of multiple layers ▪ Validates layer quality over larger areas of electrode and separator 0.2 Ah 1 - Layer, 5 x 10 cm Cell Goal: Validate electrodes produced using scalable coating methodsJG0

 

 

20 0.2 Ah Cell Solid Power’s cell development – moving to roll - to - roll First roll - to - roll cell demonstrates that a single layer can be produced using Li - ion equipment ▪ Binder - solvent package for slurry rheology and coating quality ▪ Layer lamination ▪ Electrolyte compatibility with scaled mixing and roll - to - roll coating 0.2 Ah 1 - Layer, 5 x 10 cm Cell Key Development Topics:

 

 

21 2 Ah Cell Stage 4 of Solid Power’s cell development – multi - layer cells on roll - to - roll processing The 2 Ah cell is the workhorse product to test - out product improvements in a multi - layer stack ▪ Requires coating runs of 100+ meters with adequate uniformity cross and down web ▪ Provides more meaningful energy and power projections to EV scale ▪ Increased degree of difficulty – maintain several layer interfaces, higher total surface area and defects, alignment considerations 2 Ah 10 - Layer, 5 x 10 cm Cell Goal: Improve quality; validate multi - layer performance

 

 

22 2 Ah Cell Stage 4 of Solid Power’s cell development – multi - layer cells on roll - to - roll processing The 2 Ah cell is the workhorse product to test - out product improvements in a multi - layer stack ▪ Cell quality improvement : coating uniformity, electrode cutting, alignment, etc. ▪ Expansion measurements ▪ Calendar life validation 2 Ah 10 - Layer, 5 x 10 cm Cell Key Development Topics:

 

 

23 Cell Expansion Pack - level implications Cell and module designs both important to limit and mitigate cell expansion Spring free height ( d fh ) Cell stack height, 0% SOC ( d stack ) Cell stack expansion ( d exp ) Total required height ( d tot ) 60% additional length (volume) would be needed to accommodate 20% cell expansion d tot = d stack + d fh Example case: d fh = 3 x d exp d exp = 0.2 x d stack d tot = d stack + 3 x 0.2 x d stack = 1.6 x d stack

 

 

24 Cell Expansion Pack - level implications Cell and module designs both important to limit and mitigate cell expansion Spring free height ( d fh ) Cell stack height, 0% SOC ( d stack ) Cell stack expansion ( d exp ) Total required height ( d tot ) 60% additional length (volume) would be needed to accommodate 20% cell expansion Driven by cell design d tot = d stack + d fh Example case: d fh = 3 x d exp d exp = 0.2 x d stack d tot = d stack + 3 x 0.2 x d stack = 1.6 x d stack

 

 

25 Cell Expansion Pack - level implications Cell and module designs both important to limit and mitigate cell expansion Spring free height ( d fh ) Cell stack height, 0% SOC ( d stack ) Cell stack expansion ( d exp ) Total required height ( d tot ) 60% additional length (volume) would be needed to accommodate 20% cell expansion Driven by cell design Driven by module/pack design d tot = d stack + d fh Example case: d fh = 3 x d exp d exp = 0.2 x d stack d tot = d stack + 3 x 0.2 x d stack = 1.6 x d stack

 

 

26 20 Ah Cell Solid Power’s cell formats 20 Ah cell development is a middle step between 2 Ah workhorse and final cell form factor (EV cell) ▪ Largest cell form factor on Solid Power’s pre - pilot production line ▪ Further increase in production difficulty with ~2X interface count and ~10X total surface area ▪ Meaningful form factor for energy and power evaluations 20 Ah 22 - Layer, 9 x 20 cm Cell Goal: Replicate 2Ah process, but on a larger scale

 

 

27 20 Ah Cell Solid Power’s cell formats 20 Ah cell development is a middle step between 2 Ah workhorse and final cell form factor (EV cell) ▪ Abuse and safety testing ▪ Module - level development 20 Ah 22 - Layer, 9 x 20 cm Cell Key Development Topics:

 

 

28 EV Cell Solid Power’s cell formats The EV cell pilot line is anticipated to provide Solid Power the ability to develop and supply A - and B - Samples ▪ Final EV - scale form factor ▪ To be produced on automated line; expected to be able to be transferable to mass production equipment ▪ Currently working to produce sufficient cell volumes to support early cell qualification and prototype pack builds EV Cell 40 - Layer, 10 x 30 cm Cell Goal: Develop A - and B - Sample cells JL0 JL1

 

 

29 EV Cell Solid Power’s cell formats The EV cell pilot line is anticipated to provide Solid Power the ability to develop and supply A - and B - Samples ▪ A - and B - sample cell validation ▪ Validation of layer quality at widest web widths ▪ Final design optimization ▪ Prototype pack builds ▪ Cost and environmental impact studies EV Cell 40 - Layer, 10 x 30 cm Cell Key Upcoming Development Topics: JL0 JL1

 

 

30 30 From A - Sample to Start of Production (SOP)

 

 

Source: Company press release. 31 Solid Power Announces Installation of EV Cell Pilot Line Automated pilot production line designed to produce EV - scale sulfide - based all - solid - state battery cells now installed At full capacity, Solid Power’s EV cell pilot line is expected to be capable of producing 300 cells per week Solid Power expects to be able to optimize its Silicon EV Cells for capacities ranging from 60 to 100 Ah. Solid Power will produce Silicon EV Cells for internal testing before delivering cells to its automotive partners BMW and Ford at the end of the year to kick off automotive qualification testing

 

 

32 Inside the EV Cell Pilot Line Newly installed as of June 2022

 

 

33 Solid Power’s Path to Market Requires successful entrance into the APQP automotive qualification process A - Sample: Design intent , prototype or soft tooling Validation Definition : Concept Validation (CV) (Phase 1) B - Sample: Design frozen , process intent (prototype line tooling) Validation Definition : Design Validation (DV) (Phase 2) C - Sample: Final design manufactured with series production tools Validation Definition : Process Validation (PV) (Phase 3) D - Sample: C - Sample + PPAP performed, run at rate, control plan in place, etc. Validation Definition : Production Validation (PV+) (Phase 4) Successful A - Sample production requires cell and sulfide - based electrolyte production to be scaled to mass production intent tooling

 

 

Thank You