Solid Power Inc美股招股说明书(2026-01-29版)

17,000,000 shares of common stockPre-funded warrants to purchase up to 5,807,018 shares ofcommon stockCommon warrants to purchase up to 45,614,036 shares of commonstock We are offering 17,000,000 shares of our common stock, par value $0.0001 per share, pre-funded warrants (the“Pre-funded Warrants”) to purchase 5,807,018 shares of common stock, and accompanying common warrants topurchase up to 45,614,036 shares of our common stock (the “Common Warrants”) at a combined public offeringprice of $5.70 per share of common stock and accompanying two Common Warrants each to purchase a share ofcommon stock and $5.6999 per Pre-funded Warrant and accompanying two Common Warrants each to purchase ashare of common stock in a registered direct offering directly to the investor pursuant to this prospectus supplementand the accompanying prospectus and securities purchase agreement with such investor. The Common Warrantshave an exercise price per share equal to $7.25, which is approximately 127.2% of the price per share of thecommon stock sold in the offering, are exercisable immediately, subject to certain limitations described herein, andwill expire on January 31, 2033. We are also offering the shares of our common stock that are issuable from time totime upon exercise of the Common Warrants. Each Pre-funded Warrant will be exercisable for one share of common stock at an exercise price of $0.0001 pershare of common stock. The public offering price per Pre-funded Warrant and accompanying Common Warrants, isequal to the public offering price per share of common stock and accompanying Common Warrants less $0.0001.Each Pre-funded Warrant will be exercisable upon issuance and will expire when exercised in full. The shares ofcommon stock or Pre-funded Warrants, as applicable, and the accompanying Common Warrants, can only bepurchased together in this offering but will be issued separately and will be immediately separable upon issuance.There is no established public trading market for the Pre-funded Warrants or the Common Warrants, and we do notexpect a market to develop. We do not intend to apply for listing of the Pre-funded Warrants or the CommonWarrants on any securities exchange or nationally recognized trading system. Without an active trading market, theliquidity of the Pre-funded Warrants and the Common Warrants will be limited. Our common stock is listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “SLDP.” On January27, 2026, the closing price of our common stock, as reported on Nasdaq, was $5.19 per share. We have engaged J.P. Morgan Securities LLC and A.G.P./Alliance Global Partners (collectively, the “placementagents”), as our exclusive placement agents in connection with this offering. We have agreed to pay the placementagent fees set forth in the table below. See “Plan of distribution” beginning on pageS-29of this prospectussupplement for more information. Investing in our securities involves a high degree of risk. You should review carefully the risks anduncertainties referenced under the heading “Risk factors” on pageS-5of this prospectus supplement andpage6of the accompanying prospectus and in the documents that are incorporated herein by reference. Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission hasapproved or disapproved of these securities or determined if this prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. J.P. Morgan Table of contents Prospectus supplement PageAbout this prospectus supplementS-iiProspectus summaryS-1The offeringS-2Risk factorsS-5Cautionary note regarding forward-looking statementsS-9Use of proceedsS-11Dividend policyS-12DilutionS-13Description of securities offeredS-14Certain United States federal income tax considerationsS-18Plan of distributionS-29Legal mattersS-31ExpertsS-31Where you can find more informationS-31Incorporation of certain information by referenceS-31 Prospectus PageAbout this prospectus1Market and industry data1Trademarks2Cautionary note regarding forward-looking statements3The company5Risk factors6Use of proceeds7Description of capital stock8Plan of distribution14Legal matters16Experts16Where you can find additional information16Incorporation of certain information by reference17 About this prospectus supplement This prospectus supplement and the accompanying prospectus are part of a registrationstatement on FormS-3 that we filed with the SEC using a “shelf” registration process. This document is in two parts. The first part is this prospectus supplement, which describes theterms of this offering of shares of our common stock, Pre-funded Warrants and CommonWarrants and shares of common stock underlying the Pre-funded Warrants and CommonWarrants, and adds to and updates the information contained in the accompanying prospectus.The second part, the accompanying prospectus, provides more general information, some ofwhich may not apply to this offering. Ge