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Related Party Transactions
 12 Months Ended
Dec. 31, 2025
Related Party Transactions  
Related Party Transactions

Note 11 – Related Party Transactions

BMW of North America LLC

During 2022, the Company amended its joint development agreement (“JDA”) with BMW of North America LLC (“BMW”) to provide a research and development-only license to certain of the Company’s intellectual property relating to cell manufacturing. The license allows, among other things, BMW to install a solid-state prototype cell manufacturing line based on the Company’s proprietary information. The license is limited to BMW’s research and development activities and may not be used for commercial battery cell production. During 2024, the Company further amended its JDA with BMW to extend the term of the JDA, revise the

payment schedule, and revise certain deliverables and the timing to achieve various milestone and development targets and confirm cell performance requirements. During 2024, BMW agreed to purchase certain cell materials from the Company for approximately $132. During 2025, BMW agreed to purchase certain cell materials and electrolyte from the Company for approximately $225.

Before BMW’s installation of its cell manufacturing line, the Company and BMW have agreed to joint development and manufacturing activities at the Company’s facilities. Any intellectual property developed jointly by the Company and BMW at the Company’s facilities will be solely owned by the Company. To the extent intellectual property is jointly conceived elsewhere, the Company and BMW will jointly own such intellectual property. The intellectual property developed by us or BMW individually will be owned by such party. Both parties will have the right to utilize the other party’s technical improvements for research and development purposes only. The Company, with certain limitations, has the right to cause BMW to license BMW’s technical improvements to the Company for commercial purposes.

BMW paid the Company $20,000 between December 2022 and June 2025, based on the achievement of milestones. BMW paid the Company $344 to purchase certain cell materials and electrolyte during 2025. For the year ended December 31, 2025, the Company recognized $189 of revenue from BMW related to certain cell materials and electrolyte and recorded $172 of deferred revenue of which $75 is related to the JDA and the remaining $97 is related to cash paid from BMW in advance of electrolyte delivered. For the year ended December 31, 2024, the Company recognized $5,410 of revenue from BMW.

BMW Holding B.V., an affiliate of BMW, has the right to nominate a director for election to the Board as well as the right to designate an individual to attend meetings of the Board and its committees in a non-voting, observer capacity. Based on the Schedule 13D filed on December 20, 2021, BMW Holding B.V. is a beneficial owner of more than five percent of the Company’s common stock.

Ford Motor Company

During 2024, the Company amended its JDA with Ford Motor Company (“Ford”) to extend the term of the JDA and revise certain deliverables and the schedule for delivery to Ford during the term of the JDA. Ford was a beneficial owner of more than five percent of the Company’s common stock, based on the Schedule 13G/A filed on February 9, 2024.

Dahae Energy Co., Ltd.

During 2024, the Company entered into a series of transactions with Dahae, a strategic partner in the Republic of Korea. Dahae provides process engineering support for the Company’s pilot cell lines and is serving as the installer for installation of a pilot cell manufacturing line at SK On Co., Ltd.’s facility. The transactions included an equity interest, extinguishment of an existing promissory note, bond (the “Bond”) with detachable warrants (the “Detachable Warrants”) and a bifurcated embedded derivative (the “Derivative”), restricted stock grants to Dahae executives, and a term loan facility.

The Company acquired a 20% equity interest in Dahae for $656 (including $256 of transaction costs) and recorded the investment using the equity method of accounting. See Note 2 – Significant Accounting Policies for more information.

The Company extinguished an existing promissory note from Dahae in exchange for the Bond with the Detachable Warrants and the Derivative. At the time of extinguishment, the Company recognized a loss of $760 for the difference between the promissory note balance prior to extinguishment and the fair value of the instruments and rights received.

The Bond has an explicit interest rate of 3%, maturity date of April 26, 2034, and par value of $4,448. On October 21, 2024, the fair value of the Bond was $2,497 and the Derivative was recorded at a fair value upon acquisition of $584. As of December 31, 2025, the Bond had an unamortized discount of $1,796. The change in value of the Derivative between October 21, 2024 and December 31, 2025, was immaterial. The Bond and the Derivative are recorded in Loan receivable from equity method investee in the Consolidated Balance Sheets.

The Company recorded the Detachable Warrants within Investments in the Consolidated Balance Sheets at a fair value upon acquisition of $607. The Detachable Warrants are fully detachable from the Bond and can be exercised for shares of Dahae’s common stock. If the Company were to exercise the Detachable Warrants in full, the Company would own 40% of the then outstanding shares of common stock of Dahae. As of December 31, 2025, there were no impairments or downward or upward adjustments to Detachable Warrants since acquisition.

The Company granted 298,508 shares of restricted stock grants to Dahae executives. The restricted stock grants are subject to redemption at fair value once all shares are fully vested and any financing provided by the Company to Dahae has been repaid. As the restricted stock grants are contingently redeemable at fair value, the restricted stock grants are recorded within Mezzanine Equity in

the Consolidated Balance Sheets. To adjust these grants to redemption amounts at each reporting period, the Company remeasures the grants to their redemption value based on the price of the Company’s common stock, with a corresponding entry to the Company’s retained earnings. The remeasurement for the year ended December 31, 2025 was $323. See Note 8 – Stock-Based Compensation for more information.

The Company provided a term loan facility to Dahae. Dahae drew upon the facility on November 3, 2024, with a principal balance of $1,161 issued at par, explicit interest rate of 3%, and maturity date of October 21, 2034. The loan is recorded in Loan receivable from equity method investee in the Consolidated Balance Sheets.

All financing agreements between the Company and Dahae are collateralized by Dahae’s assets and a minority equity interest in Dahae. The Company has committed to provide up to $2,000 of additional financing to Dahae.

The table below presents the summarized transactions recorded in the Consolidated Balance Sheets related to the Company’s equity method investment for the periods presented.

​

​

​

​

​

​

​

​

​

​

December 31, 

​

​

2025

  ​ ​ ​

2024

Bond (a)

​

$

3,236

​

$

3,105

Loan

​

​

1,161

​

​

1,161

Warrants

​

​

607

​

​

607

Equity method investment (b)

​

​

724

​

​

520

Mezzanine equity

​

​

470

​

​

34

​

(a)Includes the value of the bifurcated embedded derivative related to a contingent early redemption of bond at its fair value of $584.
(b)As of December 31, 2025, this balance reflects the prior year ending balance plus the Company’s share of Dahae’s income of $179 and a currency translation gain of $24 related to the conversion from South Korean Won to U.S. dollar. The Company’s share of Dahae’s gain is recorded within Share of net loss (income) of equity method investee and the currency translation adjustment is recorded within Other Comprehensive Income in the Consolidated Statements of Operations and Comprehensive Loss.

The table below presents the summarized transactions recorded in the Consolidated Statements of Operations and Comprehensive Loss related to the Company’s equity method investment.

​

​

​

​

​

​

​

​

​

For the Years Ended December 31, 

​

​

2025

  ​ ​ ​

2024

Interest income

​

$

299

​

$

105

Share of net loss (income) of equity method investee

​

​

(65)

​

​

133

Other comprehensive income

​

​

24

​

​

25

​

During 2024, the Company incurred $9,342 of cost related to process engineering support provided by Dahae. During 2025, the Company incurred $12,461 of costs related to process engineering support provided by Dahae of which $4,540 was accrued to be paid.