Manatee alleges deliberate misrepresentation: Berzelius is disclosed as a 'third-party supplier' and 'former affiliated company' despite Chinese and Hong Kong corporate records showing 80% ownership flows through an entity registered to Amprius's Fremont headquarters and 20% through a vehicle 90% owned by founder Kang Sun; announced LEV orders of over $20 million appear to have generated no more than ~$12.4 million in reconcilable revenue; and the March 2026 $21 million purchase order described a cylindrical cell with 2,000-cycle life and 30 Ah capacity that does not exist in Amprius's Q1 2026 product catalog. Governance failures include Kang Sun signing an exclusive supply deal with Berzelius in November 2023 while simultaneously serving as Amprius's CEO and holding a substantial indirect stake in Berzelius, without full related-party disclosure. At ~15x EV/NTM revenue, Manatee argues the valuation prices in decades of near-impossible growth for a loss-making company whose revenue surge is tied to Ukrainian battlefield drone demand and bill-and-hold accounting.

Manatee conducted a month-long investigation drawing on: Chinese and Hong Kong corporate registry records (QCC, Hong Kong Companies Registry) establishing Berzelius's ownership structure; Korean entity filings, court records, and media establishing Eurocell's criminal convictions and production stoppage; UK Companies House and Dutch/Norwegian corporate records exposing Nanotech Energy's abandoned gigafactory vehicles; SEC filings, proxy statements, and 10-Ks for Amprius, Berzelius, and Primus Power; Tradesparq import/export data for Nanotech and LiBest; a California lawsuit complaint (BCP Innovation v. Primus Power); and primary interviews with a former U.S. EV battery company executive on LiBest's production line, a battery expert on Amprius's technology competitiveness, and a Voltaplex sales representative and a second source on Nanotech's production status. Analytical work includes a quarter-by-quarter LEV revenue reconciliation against announced contract values, DSO trend analysis via KoyFin, bill-and-hold percentage calculations, cumulative R&D spend comparisons, and review of Amprius's Q1 2026 product catalog against specifications claimed in the March 2026 purchase order.

The NDAA Section 842 sourcing restrictions are already enacted (December 18, 2025), creating an ongoing and escalating compliance risk as DoD procurement decisions are made against Amprius's China-dependent supply chain; no single fixed future date is identified, but Manatee flags the combination of regulatory enforcement, potential related-party restatement, and the wind-down of Ukrainian battlefield drone demand as likely near-term catalysts without specifying a precise event date.

Not Present: Thesis-Only, Specific Event

Berzelius Is a Concealed Related Party

Amprius's 2025 10-K describes Berzelius (Nanjing) Co., Ltd. as a 'former affiliated company' and includes it as a 'third-party supplier,' yet Chinese and Hong Kong corporate records obtained by Manatee show Berzelius is 80% held by Berzelius Limited (Hong Kong), originally named Amprius (Hong Kong) Limited and renamed September 27, 2023, whose sole shareholder as of December 15, 2025 is 'Amprius, Inc.' registered at Amprius's own Fremont headquarters address. The remaining 20% of Berzelius (Nanjing) is owned by Nanjing Zhongli Enterprise Management Partnership, whose general partner and 90% owner is Amprius's founder, board member, and former CEO Kang Sun, per QCC filings. Berzelius accounted for $23.6 million in payments in 2025, approximately 32% of Amprius's 2025 revenue and ~36% of its cost of revenue, disclosed only in an April 2026 proxy statement under 'Transactions with Former Affiliate Subsidiaries,' not in the 10-K as a related-party transaction. On November 28, 2023, then-CEO Kang Sun signed an exclusive supply agreement with Berzelius on behalf of publicly-listed Amprius at a time when, per Manatee's corporate record checks, he held a substantial indirect ownership stake in Berzelius through Nanjing Zhongli; Manatee alleges Nanjing Zhongli's 20% interest in Berzelius has not been disclosed to Amprius Technologies shareholders as of its 2025 10-K.

Korea Battery Alliance Partner Eurocell Is Criminally Convicted With Zero Production

Manatee believes Eurocell is one of the three new Korean battery contract manufacturers announced by Amprius in December 2025 under its 'Korea Battery Alliance,' based on magnified photos published on Amprius's X account. Eurocell and its former and current executives were charged in January 2023 with fraudulent unfair trading and failure to file a securities registration statement, and Eurocell's factory was placed under a criminal forfeiture and preservation order by Korean prosecutors. In January 2026, the Busan District Court issued first-instance rulings against Eurocell, FIC Advanced Materials, and Indong Advanced Materials, and against senior executives; per Korean media reporting on the court's findings, the group had no actual battery manufacturing capability and imported Chinese materials or disguised off-the-shelf products as prototypes, while claims of R&D collaborations with Dyson, McLaren, and the UK's national battery research institute, and supply contracts with Samsung Electronics and LG Electronics, were found to be false. Group chairman Seong-un Yoo was sentenced to 10 years in prison and a fine of approximately $103 million (KRW 150 billion); the conviction is under appeal. Korean entity filings show Eurocell has not produced anything in 2024 or 2025 and omitted all production and capacity disclosures from its 2025 annual report.

March 2026 $21M Order Describes Non-Existent Product

On March 25, 2026, Amprius announced a $21 million purchase order from 'a new premier electric mobility customer in China' for a SiCore cylindrical cell with 30 Ah capacity and a cycle life 'rated at more than 2,000 cycles' for use in scooters, three-wheelers, and motorcycles. Manatee's review of Amprius's Q1 2026 Product Portfolio catalog found only four SiCore cylindrical cells, the SA24 (3.8 Ah), SA110 (4 Ah), SA117 (6 Ah), and SA112 (6.5 Ah), none of which reaches 2,000 cycles; the SA112's best cycle rating is 1,000 cycles under partial-depth testing and only 500 cycles under full-depth testing, one quarter of the announced 2,000-cycle specification, and the largest cylindrical cell at 6.5 Ah is less than 25% of the claimed 30 Ah capacity. To publicize the order, Amprius posted images of vehicles that Manatee matched to a variant of a Zero Motorcycles model (an American company headquartered in Scotts Valley, California) and a variant of an Ola Electric S1 (an Indian company listed on the NSE and BSE, headquartered in Bengaluru); neither company describes itself as Chinese, and Manatee found no public disclosure of either being an Amprius customer. A battery expert consulted by Manatee called Amprius 'cost prohibitive' for light electric vehicle applications, noting that NMC alternatives from Molicel, Farasis, and Advanced Lithium Energy Corporation are cheaper, and described silicon anode technology as still in 'nascent stages' without sufficient real-world proof.

Nanotech Energy U.S. Partnership: Serial Gigafactory Failures and Chinese Imports

In February 2026, Amprius announced Nanotech Energy as its U.S. manufacturing partner to support NDAA-compliant production, quoting CEO Tom Stepien that Nanotech brings 'deep expertise in developing and manufacturing advanced lithium-ion cells.' Manatee documents four successive failed announcements: in November 2021, a 517-acre manufacturing campus east of Reno, Nevada with 'more than 1,000 jobs' and a first building 'slated to open in Q4 2022,' a site that had been sold by November 2023, with Nanotech instead pursuing an 'up to 6GWh-per-year plant' expected operational in 2025 with no funding details disclosed, followed one month later in December 2023 by announced production at a 150 MW Chico, California facility approximately 40x smaller; in October 2022, a 1+ GWh master purchase agreement in Greece routed through a Dutch subsidiary Manatee found no record of in the Dutch corporate registry, while the Norwegian entity it located posted revenue of approximately $60,000 in 2022 and zero in 2023 before dissolving; in January 2023, a ~$1.2 billion (GBP 1 billion) UK gigafactory incorporated with £100 share capital that never filed accounts and was struck off the Companies House register in November 2024. Tradesparq import records show Nanotech has imported dimethyl carbonate, ethylene carbonate, propylene carbonate, and lithium iron phosphate from China since 2022, the same Chinese supply chain the Amprius deal was pitched to replace. More than two years after Nanotech announced pre-orders for cells from its Chico-2 facility through battery distributor Voltaplex, no Nanotech batteries appear on Voltaplex's listings as of May 2026; a Voltaplex sales representative told Manatee 'progress has been slower than expected,' and a second source confirmed the project 'hasn't progressed as planned.' Manatee also flags that Nanotech's product development has focused on graphene-based battery technology, a different chemistry from Amprius's silicon anode platform.

CEO Stepien Faced Fraud Lawsuit at Prior Company Primus Power

From 2009 to 2021, Tom Stepien co-founded and served as CEO of Primus Power, a California zinc bromide flow battery manufacturer marketed as 'a breakthrough in low cost, long-duration energy storage' that raised over $100 million but never achieved commercial scale; in its 2020/2021 annual report, publicly listed investor Success Dragon International Holdings wrote the investment down to 'nil,' disclosing Primus had transferred all assets to a liquidation vehicle in February 2021. In December 2019, Singaporean investment company BCP Innovation Pte. Ltd. filed suit in California against Stepien personally and Primus Power on eight causes of action including fraudulent misrepresentation and fraudulent concealment, alleging that Stepien 'fraudulently induced BCPI to make the investment by manipulating financial data, concealing unfavorable information regarding the company's business and its future prospects, as well as providing false information about what Primus Power would do with the proceeds of BCPI's $1.5 million investment.' The complaint alleged Primus was insolvent at the time, that the purpose of the loan 'was merely to keep the company afloat until management could sell,' and that Stepien and other insiders held senior secured notes in Primus that were deliberately concealed from BCPI and stood to give Stepien a '10-fold return,' described as a '900% return on their investment for less than a year,' if the company were sold, while BCPI would lose its entire $1.5 million. The final disposition is not reflected in public records Manatee reviewed.