This Annual Report on Form 10-K contains forward-looking statements within the
meaning of Rule 175 of the Securities Act of 1933, as amended, and Rule 3b-6 of
the Securities Act of 1934, as amended, that involve substantial risks and
uncertainties. These forward-looking statements are not historical facts, but
rather are based on current expectations, estimates and projections about our
industry, our beliefs and our assumptions. Words such as "anticipate,"
"expects," "intends," "plans," "believes," "seeks" and "estimates" and
variations of these words and similar expressions are intended to identify
forward-looking statements. These statements are not guarantees of future
performance and are subject to risks, uncertainties and other factors, some of
which are beyond our control and difficult to predict and could cause actual
results to differ materially from those expressed or forecasted in the
forward-looking statements. You should not place undue reliance on these
forward-looking statements, which apply only as of the date of this Form 10-
Management's discussion and analysis of results of operations and financial
condition ("MD&A") is a supplement to the accompanying consolidated financial
statements and provides additional information on
Description OfThe Company
Based on recent world events, the need for energy security is a top of the
geo-political agenda, furthering the need for sustainable, renewable energy.
This has been recently highlighted by the
Carbon-Ion is dedicated to the development of sustainable energy systems based on its proprietary supercapacitor technology.
The Company is positioning itself to lead its chosen markets in the
Carbon-Ion will work collaboratively to become the "go-to" partner in the industry for projects where improved management of power enables the optimization of current and future energy storage and delivery systems across a range of applications, from power grids to transportation.
Carbon Ion is developing next generation supercapacitor technology aimed at the grid and other energy storage applications.
We see both pure supercapacitor and hybrid solutions, by combining (the best in class battery solutions with supercapacitors), as the ways forward to deliver sustainable energy for the next three decades and a grid which is fit for the future. Supercapacitors are different but complimentary technology to batteries.
We are at the beginning of a forecasted once-in-a-century shift in moving away from fossil fuels to power our energy requirements across all demands for electricity. Key to this is the stability of the grid. Energy storage will be key to success in this transition with long, short and medium duration energy stores required to buffer the intermittency of renewable generation. Supercapacitors can, not only ensure stable frequency of the grid using short duration pulse power but also support lifetime (improving capex and opex) of medium duration storage and provide a bridge to long duration storage which may be slow to start.
Our super capacitor technology has applicability in these large and changing markets, enabling the transition to clean electricity generation without the fluctuations in frequency and supply which are inherent in renewable technologies.
We have spent the last decade developing a proprietary supercapacitor technology to meet these challenges. We believe that our technology enables a new category of supercapacitor that meets the requirements for broader market adoption. The Carbon-ion (C-ion) Supercapacitor technology that we are developing is being designed to offer greater energy density and safety when compared to today's conventional super capacitors and longer life and faster charging than batteries. Supercapacitors are best used when you need energy fast.
While current battery technology has demonstrated the benefits of EVs, principally in the premium passenger car market, there are fundamental limitations inhibiting widespread adoption of battery technology. They can catch fire easily, they use rare earth materials and have limited life span and the power delivery is compromised. They are not a universally applicable energy store.
Lamborghini recognised this in their recently launched supercar costing
After 30 years of gradual improvements in conventional lithium-ion batteries we believe (like others in the industry) the market needs a step change in battery technology to make mass market EVs competitive with the fossil fuel alternative. We have gone, like Lamborghini's terzo millenio does, down a direct route to achieve this goal.
Page 18 of 48 Table of Contents
We will continue developing our C-ion super capacitor technology with the goal of beginning transfer to commercial production in 2026. We have evaluated each of the elements required for initial success and calculated the high performance which we expect from their combination. We are now working to combine and optimize all components of the cell. We will then further develop volume manufacturing processes to enable high volume manufacturing and minimize manufacturing costs.
We are looking to raise funds that will enable us to expand and accelerate research and development activities and undertake additional initiatives. As well as continuing to develop our scientific and engineering capabilities at Milton Park Abingdon England, we will use third party pilot lines, to achieve our goal of being prepared to begin the transition to high volume manufacturing capability from 2026.
We intend to work closely with original equipment manufacturers ("OEMs") to make our cells widely available over time. We recognize that our supercapacitor technology has applicability in other large and growing markets including energy storage and other electricity grid type environments such a frequency response. We expect that the heavy transport industries such as shipping, trains, planes and nascent charging infrastructure will also be featured.
Our technology enables a variety of business models. In addition to joint ventures, we may look to operate solely-owned manufacturing facilities or license technology to other manufacturers. Where appropriate, we may sell know how, electrodes or other subassemblies rather than complete super capacitor cells. We intend to continue to invest in research and development beyond Gen 4.0 to improve super capacitor cell performance, improve manufacturing processes, and reduce cost subject to having raised sufficient funds to do this.
Carbon-Ion was founded to develop a new class of energy storage device with considerable functional improvements over commercially available supercapacitors.
The C-Ion cell will provide specific power characteristics much higher than a typical Li-ion cell. It is designed to be classified as non-flammable and non-hazardous for transport, allowing the product to be shipped easily and to comply with both current and future regulations.
Due to the method of energy storage, the cell has fewer moving parts electrochemically and can go through significantly more charge/discharge cycles and/or operate for many years of normal use.
The C-Ion cell is being designed for manufacture using technologies well known in high volume manufacture. This will enable Carbon-Ion to quickly scale-up production. Carbon-ion allows new products to be made and extra functions to be added to existing products, for example:
· Improved energy storage allows the cell to be used as the principal method of energy storage in a far wider range of technologies than conventional supercapacitors · High specific power allows very fast charging · High specific power enables the extension of Li-ion battery lifetimes and reduction in battery size through peak shaving in hybrid applications · Improved safety protects customers, allows easy shipping and opens up applications in hazardous areas · Long cycle life allows energy storage to be installed for the entire lifetime of the device, reducing design complexity, eliminating service intervals and saving money Critical Accounting Policies
Our significant accounting policies are summarized in Note 2 to our audited
consolidated financial statements for the years ended
Page 19 of 48 Table of Contents Results of Operations
Twelve Months Ended
Revenues
Revenues for the twelve months ended
Operating Expenses
Operating expenses for the twelve months ended
Operating Loss
The net operating loss for the twelve months ended
Other Income (Expenses)
Our other income (expenses) for the twelve months ended
Income Tax Credits
Income tax credits for the twelve months ended
Net Loss
Our net loss for the twelve months ended
Current Liquidity and Capital Resources for the Twelve Months Ended
2022 2021 Summary of Cash Flows: Net cash used in operating activities$ (1,625,540 ) $ (1,806,494 ) Net cash used in investing activities (819,295 ) (278,854 ) Net cash provided by financing activities 3,036,645 2,054,375 Foreign currency translation (130,791 ) 26,668 Net increase (decrease) in cash and cash equivalents 461,019 (4,305 ) Beginning cash and cash equivalents 3,208 7,513 Ending cash and cash equivalents$ 464,227 $ 3,208 Page 20 of 48 Table of Contents Operating Activities
Cash used in operations of
Investing Activities
Cash used in investing activities of
Financing Activities
Cash provided by financing activities of
Future Capital Requirements
Our capital requirements for 2023 will depend on numerous factors, including management's evaluation of the timing of projects to pursue. Subject to our ability to generate revenues and cash flow from operations and our ability to raise additional capital (including through possible joint ventures, acquisitions, and/or partnerships), we expect to incur substantial expenditures to carry out our business plan, as well as costs associated with our capital raising efforts and being a public company.
The sale of additional equity or debt securities may result in additional dilution to our shareholders. Any such required additional capital may not be available on reasonable terms, if at all. If we were unable to obtain additional financing, we may be required to reduce the scope of, delay or eliminate some or all of our planned activities and limit our operations which could have a material adverse effect on our business, financial condition and results of operations.
Inflation
The amounts presented in our consolidated financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Going Concern
We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.
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