SEC Filing | Solid Power

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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, 2023


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

For the transition period from _______ to _______

Commission file number: 001-40284

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 ☒

178,390,443 shares of common stock were issued and outstanding as of August 7, 2023.

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SOLID POWER, INC.

FORM 10-Q

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PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	22

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 6.	Exhibits	23

Signatures		24

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GLOSSARY OF DEFINED TERMS



Term		Definition
Ah		Ampere hour
BMW		BMW of North America LLC
ESPP		Solid Power, Inc. 2021 Employee Stock Purchase Plan
EV		Battery electric vehicle
EV cells		Prototype cell formats between 60 and 100 Ah
EV line		Our pilot cell production line that is capable of producing cells between 60 and 100 Ah.
Exchange Act		Securities Exchange Act of 1934, as amended
Ford		Ford Motor Company
GAAP		Generally accepted accounting principles in the United States
JDA		Joint development agreement
OEM		Automotive original equipment manufacturers
Q1 Form 10-Q		Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023
Report		This Quarterly Report on Form 10-Q
SEC		Securities and Exchange Commission
Solid Power / the Company / we / us / our		Solid Power, Inc., a Delaware corporation (f/k/a Decarbonization Plus Acquisition Corporation III)
SP2		Our Thornton, CO facility that houses electrolyte development
2022 Form 10-K		Our Annual Report on Form 10-K for the year ended December 31, 2022

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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 to commercialize our technology in advance of competing technologies;

●

risks relating to the non-exclusive nature of our original equipment manufacturers and JDA relationships;

●

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

●

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

●

delays in the construction and operation of production facilities;

●

our ability to protect 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 cell technology and electrolyte material, if developed successfully;

●

our success in retaining or recruiting, or changes required in, our officers, key employees, including technicians and engineers, or directors;

●

risks and potential disruptions related to management and board of directors transitions;

●

changes in applicable laws or regulations;

●

risks related to technology systems and security breaches;

●

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

●

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

●

the termination or reduction of government clean energy and electric vehicle incentives;

●

changes in domestic and foreign business, market, financial, political and legal conditions; and

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●

those factors discussed in “Part I, Item 1A. Risk Factors” in our 2022 Form 10-K and in “Part II, Item 1A. Risk Factors” in our Q1 Form 10-Q, as such descriptions may be updated or amended in future filings we make with the SEC.

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 2022 Form 10-K and “Part II, Item 1A. Risk Factors” in our Q1 Form 10-Q, as such descriptions 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.

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INFORMATION ABOUT SOLID POWER

We use our website (www.solidpowerbattery.com) and various social media channels as a means of disclosing information about Solid Power and our products to our customers, investors, and the public (e.g., @SolidPowerInc on Twitter, Solid Power Inc. on LinkedIn, and Solid Power on YouTube). 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://ir.solidpowerbattery.com/financial-information/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, 2023
	(Unaudited)		December 31, 2022
Assets
Current Assets
Cash and cash equivalents	$	28,439	$	50,123
Marketable securities		192,694		272,957
Contract receivables		5,224		1,840
Prepaid expenses and other current assets		3,494		2,888
Total current assets		229,851		327,808
Property, Plant and Equipment, net		95,076		82,761
Right-Of-Use Operating Lease Asset, net		7,444		7,725
Right-Of-Use Financing Lease Asset, net		938		922
Other Assets		1,087		1,148
Long-term Investments		222,255		172,974
Intangible Assets, net		1,360		1,108
Total assets	$	558,011	$	594,446
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable and other accrued liabilities		8,065		11,326
Current portion of long-term debt		—		7
Deferred revenue		18		4,050
Accrued compensation		4,080		4,528
Operating lease liabilities, short-term		586		549
Financing lease liability, short-term		308		273
Total current liabilities		13,057		20,733
Warrant Liabilities		6,791		9,117
Operating Lease Liabilities, Long-Term		8,317		8,622
Financing Lease Liabilities, Long-Term		535		602
Total liabilities		28,700		39,074
Stockholders’ Equity
Common Stock, $0.0001 par value; 2,000,000,000 shares authorized; 178,326,890 and 176,007,184 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively		18		18
Additional paid-in capital		583,034		577,603
Accumulated deficit		(50,369)		(19,090)
Accumulated other comprehensive loss		(3,372)		(3,159)
Total stockholders’ equity		529,311		555,372
Total liabilities and stockholders’ equity	$	558,011	$	594,446

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

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Solid Power, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenue	$	4,906	$	2,582	$	8,698	$	4,778
Operating Expenses
Direct costs		6,897		2,987		13,171		5,017
Research and development		14,508		8,440		26,156		15,101
Selling, general and administrative		5,673		5,851		12,862		10,670
Total operating expenses		27,078		17,278		52,189		30,788
Operating Loss		(22,172)		(14,696)		(43,491)		(26,010)
Nonoperating Income and Expense
Interest income		4,993		931		9,827		1,171
Change in fair value of warrant liabilities		4,987		27,473		2,325		28,183
Interest expense		(13)		(5)		(26)		(10)
Total nonoperating income and expense		9,967		28,399		12,126		29,344
Pretax Income (Loss)		(12,205)		13,703		(31,365)		3,334
Income tax benefit		—		36		—		13
Net Income (Loss) Attributable to Common Stockholders	$	(12,205)	$	13,667	$	(31,365)	$	3,321
Other Comprehensive Income (Loss)		1,098		(961)		(213)		(1,291)
Comprehensive Income (Loss) Attributable to Common Stockholders	$	(11,107)	$	12,706	$	(31,578)	$	2,030
Basic and diluted earnings (loss) per share	$	(0.07)	$	0.08	$	(0.18)	$	0.02
Weighted average shares outstanding – basic		178,063,573		174,128,230		177,502,037		173,266,760
Weighted average shares outstanding – diluted		178,063,573		174,703,533		177,502,037		173,566,001

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

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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, 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 issued under ESPP		129,928		—		214		—		—		214
Withholding of employee taxes related to stock-based compensation		—		—		(111)		84		—		(27)
Shares 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


	Common Stock
					Additional		Accumulated		Accumulated Other		Total Stockholders’
	Shares		Amount		paid-in capital		deficit		Comprehensive Loss		Equity
Balance as of December 31, 2021		167,557,988	$	17	$	568,183	$	(9,535)	$	—	$	558,665
Net loss		—		—		—		(10,344)		—		(10,344)
Transaction fees		—		—		(12)		—		—		(12)
Stock options exercised		6,212,964		—		270		—		—		270
Stock-based compensation expense		—		—		1,596		—		—		1,596
Unrealized loss on marketable securities		—		—		—		—		(330)		(330)
Balance as of March 31, 2022		173,770,952	$	17	$	570,037	$	(19,879)	$	(330)	$	549,845
Net income (loss)		—		—		—		13,667		—		13,667
Withholding of employee taxes related to stock-based compensation		—		—		(58)		—		—		(58)
Shares issued for the vesting of RSUs		20,672		—		—		—		—		—
Stock options exercised		656,180		—		163		—		—		163
Stock-based compensation expense		—		—		2,314		—		—		2,314
Unrealized loss on marketable securities		—		—		—		—		(961)		(961)
Balance as of June 30, 2022		174,447,804	$	17	$	572,456	$	(6,212)	$	(1,291)	$	564,970

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

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Solid Power, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)


	Six Months Ended June 30,
	2023		2022
Cash Flows from Operating Activities
Net income (loss)	$	(31,365)	$	3,321
Adjustments to reconcile net income (loss) to net cash and cash equivalents from operating activities:
Depreciation and amortization		4,906		1,782
Amortization of right-of-use assets		372		16
Stock compensation expense		5,145		3,910
Deferred taxes		—		13
Change in fair value of warrant liabilities		(2,325)		(28,183)
Amortization of premiums and accretion of discounts on marketable securities		(5,518)		—
Change in operating assets and liabilities that provided (used) cash and cash equivalents:
Contract receivable		(3,383)		(1,202)
Prepaid expenses and other assets		(188)		744
Accounts payable and other accrued liabilities		(297)		(4,261)
Deferred revenue		(4,032)		(286)
Accrued expenses		649		1,000
Lease liabilities		(268)		188
Net cash and cash equivalents used in operating activities		(36,304)		(22,958)
Cash Flows from Investing Activities
Purchases of property, plant and equipment		(21,184)		(30,957)
Purchases of marketable securities and long-term investments		(174,400)		(212,792)
Proceeds from sales of marketable securities		210,329		54,819
Purchases of intangible assets		(259)		(228)
Net cash and cash equivalents provided by (used in) investing activities		14,486		(189,158)
Cash Flows from Financing Activities
Payments of debt		(7)		(71)
Proceeds from exercise of stock options		184		354
Proceeds from issuance of common stock under ESPP		214		—
Receivable for exercise of stock options		—		79
Cash paid for withholding of employee taxes related to stock-based compensation		(111)		(58)
Payments on finance lease liability		(146)		(20)
Transaction costs		—		(12)
Net cash and cash equivalents provided by financing activities		134		272

Net (decrease) in cash and cash equivalents		(21,684)		(211,844)
Cash and cash equivalents at beginning of period		50,123		513,447
Cash and cash equivalents at end of period		28,439		301,603

Cash paid for interest	$	26	$	5
Accrued capital expenditures	$	3,591	$	8,146

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

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Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1 – Nature of Business

Solid Power, Inc. (the “Company”) is developing solid state battery technology to enable the next generation of batteries for the fast-growing EV and other markets. The Company’s planned business model is to sell its sulfide-based solid electrolyte and to license its solid-state cell designs and manufacturing process.

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 Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”) and are supplemented by the Notes to the Condensed Consolidated Financial Statements (Unaudited) (the “Notes”) included in this Quarterly Report on Form 10-Q for the period ended June 30, 2023 (this “Report”). The financial statements included in this Report (including the Notes) should be read in conjunction with the 2022 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 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 dollar amounts presented herein are in U.S. dollars and are in thousands, except par value, 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. 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

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.

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, any allowance for credit losses is immaterial and would be 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. To date, the Company has not recorded an allowance for doubtful accounts.

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Note 3 – Property, Plant and Equipment

Property, plant and equipment are summarized as follows:


	June 30, 2023		December 31, 2022
Commercial production equipment	$	25,454	$	21,595
Laboratory equipment		7,554		3,278
Leasehold improvements		45,581		27,996
Furniture and computer equipment		1,634		1,482
Construction in progress		31,317		40,036
Total cost		111,540		94,387
Accumulated depreciation		(16,464)		(11,626)
Net property and equipment	$	95,076	$	82,761

Depreciation expenses for dedicated laboratory equipment and commercial 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 on the accompanying Condensed Consolidated Statements of Operations 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,
	2023		2022		2023		2022
Depreciation expense	$	2,639	$	1,026	$	4,898	$	1,777

In 2022, the Company expanded its cell production capabilities through the construction of a second dry room and installation of a second cell pilot production line at its Louisville, Colorado facility, which is designed to produce larger format solid-state battery cells for the automotive qualification process.

The Company expanded its electrolyte production at its facility in Thornton, Colorado. Scaling this production will allow it to produce larger quantities of electrolyte material required to feed cell-production lines and continue research and development efforts. The Company began producing electrolyte at this facility in 2023 and has placed portions of the facility into service.


	June 30, 2023		December 31, 2022
Construction in progress
EV cell line (SP1)	$	1,083	$	2,010
Other cell development equipment (SP1)		2,703		2,206
Electrolyte production and development equipment (SP2)		27,531		35,820

Note 4 – Intangible Assets

Intangible assets of the Company are summarized as follows:


	June 30, 2023				December 31, 2022
	Gross Carrying		Accumulated		Gross Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
Intangible assets:
Licenses	$	149	$	(56)	$	149	$	(51)
Patents		72		(3)		—		—
Patents pending		1,168		—		984		—
Trademarks		13		—		9		—
Trademarks pending		17		—		17		—
Total amortized intangible assets	$	1,419	$	(59)	$	1,159	$	(51)

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Amortization expense for intangible assets is summarized as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Amortization expense	$	3	$	2	$	8	$	5

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.

Note 5 – Fair Value Measurements

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.

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

As of June 30, 2023 and December 31, 2022, 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, 2023
	Level 1		Level 2		Level 3		Total
Assets
Commercial Paper	$	137,072	$	—	$	—	$	137,072
Corporate Bonds	$	216,390	$	—	$	—	$	216,390
Government Bonds	$	61,487	$	—	$	—	$	61,487
U.S. Treasuries		—		—		—		—

Liabilities
Public Warrants	$	3,932	$	—	$	—	$	3,932
Private Placement Warrants	$	—	$	2,859	$	—	$	2,859


	December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets
Commercial Paper	$	165,179	$	—	$	—	$	165,179
Corporate Bonds	$	227,957	$	—	$	—	$	227,957
Government Bonds	$	42,865	$	—	$	—	$	42,865
U.S. Treasuries		9,930		—		—		9,930

Liabilities
Public Warrants	$	4,900	$	—	$	—	$	4,900
Private Placement Warrants	$	—	$	4,217	$	—	$	4,217

The change in fair value of the Company’s marketable securities and long-term investments are included in other comprehensive loss. There were no transfers in and out of Level 3 fair value hierarchy during the three or six months ended June 30, 2023 or year ended December 31, 2022. For the three and six months ended June 30, 2023, the Company purchased $174,400 of marketable securities.

Fair Value of Warrants

The fair value of the Private Placement Warrants (defined below) has been estimated using a Black-Scholes model as of June 30, 2023 and December 31, 2022 Consolidated Balance Sheet dates. 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

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companies’ common stock that matches the expected remaining life of the Warrants (defined below). 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. 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, 2023			December 31, 2022
Exercise Price	$	11.50		$	11.50
Stock Price	$	2.54		$	2.54
Volatility		70.0	%		71.3	%
Term		3.44			3.94
Risk-free rate		4.32	%		4.03	%

The following table provides a reconciliation of the Public Warrants measured at fair value using Level 1 directly observable inputs and Private Placement Warrants measured at fair value using Level 2 directly or indirectly observable inputs:


	Public Warrants		Private Placement Warrants
	Level 1 Fair Value		Level 2 Fair Value
December 31, 2022	$	0.42	$	0.55
Change in fair value	$	0.04	$	0.31
March 31, 2023	$	0.46	$	0.86
Change in fair value	$	(0.15)	$	(0.43)
June 30, 2023	$