Securities registered pursuant to Section 12(b) of the Act: 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 preceding12 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.YesxNoo 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).YesxNoo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. 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 financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐Nox As of July28, 2025,196,600,013shares of common stock, par value $0.0001 per share, were issued and outstanding. Table of Contents PART I.FINANCIAL INFORMATIONItem 1.Financial Statements (unaudited)1Condensed Consolidated Balance Sheets as ofJune 29, 2025 and December29, 20241Condensed Consolidated Statements of Operations for the fiscal quartersendedand fiscal years-to-date endedJune 29, 2025andJune30, 20242Condensed Consolidated Statements of Comprehensive Income (Loss) for the fiscal quartersand fiscal years-to-dateended June 29,2025andJune 30, 20243Condensed Consolidated Statements of Changes in Stockholders’ Equity for the fiscal quartersand fiscal years-to-dateendedJune 29,2025 and June 30, 20244Condensed Consolidated Statements of Cash Flows for thefiscal years-to-dateendedJune 29, 2025 and June 30, 20246Notes to Condensed Consolidated Financial Statements8Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations25Item 3.Quantitative and Qualitative Disclosure about Market Risks35Item 4.Controls and Procedures36PART II.OTHER INFORMATIONItem 1.Legal Proceedings36Item 1A.Risk Factors36Item 2.Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities69Item 3Defaults Upon Senior Securities69Item 4Mine Safety Disclosures69Item 5Other Information69Item 6.Exhibits70Signatures72 FORWARD LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Thestatements contained in this Quarterly Report that are not purely historical are forward-looking statements. Forward-looking statementsgenerally relate to future events or our future financial or operating performance and can be identified by words such as anticipate, believe,continue, could, estimate, expect, intend, may, might, plan, possible, potential, predict, project, should, will, would and similar expressionsthat convey uncertainty about future events or outcomes. In addition, any statements that refer to projections, forecasts, management’sexpectations, hopes, beliefs, intentions or strategies regarding the future, are forward-looking statements. Examples of forward-lookingstatements in this Quarterly Report include, without limitation, statements about: •our future operating results, financial position, growth opportunities and guidance, and our anticipation that changes in the globaltrade environment do not pose a material risk to our outlook;•our commercialization plans, strategy and product development roadmap, including the AI-1 platform launch, AI Class ofbatteries, and the readiness, performance, timing, and customer qualification of our AI-1 smartphone battery, other batteries underdevelopment from the AI-1 platform and the design of our next battery technology node;•our manufacturing strategy, including scale-up and operational readiness, including at Fab2 in Malaysia, our assets and facilityexpansion in South Korea, and the anticipated benefits of the SolarEdge asset purchase, and our ability to enhance per-zonecapacity and reduce switching time between configurations;•our internal benchmarking of energy density and competitive positioning, including our ability to maintain and expand aperformance lead over other silicon-doped or conventional battery architectures, and our beliefs about our competitors’ inability toachieve further energy density