[SCHEDULE 13D/A] Solid Power, Inc. Warrant SEC Filing

Rhea-AI Filing Summary

Amendment No. 1 to Schedule 13D for Solid Power, Inc. David M. Leuschen and Pierre F. Lapeyre, Jr., both senior managing directors of Riverstone Holdings LLC, updated their disclosures for Solid Power common stock and related warrants. As of August 21, 2025 Mr. Leuschen reports beneficial ownership of 13,502,606 shares (7.29%) and Mr. Lapeyre reports 15,808,997 shares (8.44%), with certain amounts reflecting presently exercisable Private Placement Warrants. The filing restates sources of securities held by Sponsor, Riverstone SP and REL, describes prior distributions and sales of warrants and shares, and notes a Lapeyre transfer of 2,044,171 Private Placement Warrants on August 19, 2025. The amendment also discloses that Riverstone Energy has proposed a managed wind-down of its portfolio and intends to realize public assets, including REL's holdings, within three months after its shareholder meeting on August 22, 2025.

Positive

• Clear, detailed disclosure of current beneficial ownership amounts for both reporting persons, including breakdowns of sole and shared voting and dispositive power
• Identification of presently exercisable Private Placement Warrants and inclusion of warrant counts in ownership calculations
• Disclosure of Riverstone Energy shareholder circular and wind-down proposal, providing material context about the parent group's intended actions

Negative

• Mr. Leuschen's beneficial ownership decreased by more than 1% since January 26, 2023, as disclosed
• Sponsor and related entities sold or distributed shares and warrants in multiple transactions since the Business Combination (including sales on January 25–26, 2023)
• Lapeyre Transfer of 2,044,171 Private Placement Warrants occurred on August 19, 2025 (a material intra-group transfer disclosed)

Insights

Financial Analyst

TL;DR: Reporting persons disclose specific share and warrant holdings and note a proposed portfolio wind-down by Riverstone Energy.

The amendment clarifies beneficial ownership totals including presently exercisable Private Placement Warrants and reconciles prior distributions and sales by Sponsor and related Riverstone entities. Mr. Leuschen's reported ownership is 13,502,606 shares (7.29%), and Mr. Lapeyre's is 15,808,997 shares (8.44%), based on differing share-count denominators that include exercisable warrants. The filing documents the Lapeyre Transfer of 2,044,171 warrants on August 19, 2025 and references historical sales and distributions that altered Sponsor-level ownership. Importantly, Riverstone Energy's disclosed proposal to implement a managed wind-down and to realize public assets within a defined post-meeting window is a material contextual event for holders of REL-held stock.

Corporate Governance Expert

TL;DR: Filing updates ownership, governance relationships and a parent-level wind-down plan affecting REL holdings.

The amendment details the governance and ownership links among Sponsor, Riverstone entities, REL and the Reporting Persons, noting shared beneficial ownership positions arising from management and ownership structures. The document reiterates disclaimers of beneficial ownership by the Reporting Persons for certain entity-held shares while explaining why they may be deemed to share beneficial ownership. The disclosure of Riverstone Energy's shareholder circular and its managed wind-down proposal is governance-relevant and may trigger coordinated actions by related stakeholders; the filing correctly documents distributions, prior forfeitures and warrant exercise terms for transparency.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

SOLID POWER, INC.

(Name of Issuer)

Common Stock, par value $0.0001

(Title of Class of Securities)

83422N105

(CUSIP Number)

Christina Shalhoub
c/o Riverstone Holdings LLC, 712 Fifth Avenue, 36th Floor
New York, NY, 10019
212-993-0076

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/19/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 83422N105

1

Name of reporting person

David M. Leuschen

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,745,546.00
8	Shared Voting Power 11,757,060.00
9	Sole Dispositive Power 1,745,546.00
10	Shared Dispositive Power 11,757,060.00

11

Aggregate amount beneficially owned by each reporting person

13,502,606.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.29 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The amounts in Rows (8), (10) and (11) include 4,006,860 shares of the Issuer's Common Stock which may be purchased by exercising warrants that are presently exercisable. The percentage in Row (13) is based on 185,291,240 shares of the Issuer's Common Stock, which includes (i) 181,284,380 shares of the Issuer's Common Stock, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 7, 2025, and (ii) 4,006,860 shares of the Issuer's Common Stock which may be purchased by exercising warrants that are presently exercisable.

SCHEDULE 13D

CUSIP No. 83422N105

1

Name of reporting person

Pierre F. Lapeyre, Jr.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 4,051,937.00
8	Shared Voting Power 11,757,060.00
9	Sole Dispositive Power 4,051,937.00
10	Shared Dispositive Power 11,757,060.00

11

Aggregate amount beneficially owned by each reporting person

15,808,997.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.44 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The amounts in Rows (7), (9) and (11) include 2,044,171 shares of the Issuer's Common Stock which may be purchased by exercising warrants that are presently exercisable. The amounts in Rows (8) and (10) include 4,006,860 shares of the Issuer's Common Stock which may be purchased by exercising warrants that are presently exercisable. The percentage in Row (13) is based on 187,335,411 shares of the Issuer's Common Stock, which includes (i) 181,284,380 shares of the Issuer's Common Stock, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 7, 2025, and (ii) 6,051,031 shares of the Issuer's Common Stock which may be purchased by exercising warrants that are presently exercisable.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001
(b)	Name of Issuer: SOLID POWER, INC.
(c)	Address of Issuer's Principal Executive Offices: 486 S. PIERCE AVE., SUITE E, Louisville, COLORADO , 80027.
Item 1 Comment: This Amendment No. 1 to Schedule 13D (this "Amendment No. 1") amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the "SEC") on March 1, 2023 (the "Schedule 13D"), with respect to the common stock, par value $0.0001 per share ("Common Stock"), of Solid Power, Inc. Except as indicated in this Amendment No. 1, all other information as to the Reporting Persons set forth in the Schedule 13D remains unchanged and capitalized terms used herein that are not defined herein have the same meanings as set forth in the Schedule 13D. The Reporting Persons have engaged in transactions since January 26, 2023, which represented a decrease in David M. Leuschen's beneficial ownership of Common Stock of more than 1% of the total number of shares of Common Stock outstanding. See Item 3 below for further detail regarding these transactions.
Item 2.	Identity and Background
(a)	This Amendment No. 1 is filed by: (i) David M. Leuschen, a U.S. citizen ("Mr. Leuschen"); and (ii) Pierre F. Lapeyre, Jr., a U.S. citizen ("Mr. Lapeyre," collectively with Mr. Leuschen, the "Reporting Persons").
(b)	The business address of each of the Reporting Persons is 712 Fifth Avenue, 36th Floor, New York, NY 10019.
(c)	Mr. Leuschen and Mr. Lapeyre are the Founders and Senior Managing Directors of Riverstone Holdings LLC ("Riverstone").
(d)	During the last five years, none of the Reporting Persons or Related Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons or Related Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The information from the response in subpart (a) of this section is incorporated by reference herein.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows: The information contained in Item 4 is incorporated herein by reference. Securities Held Directly By Decarbonization Plus Acquisition Sponsor III LLC (the "Sponsor") In February 2021, Sponsor purchased an aggregate of 10,062,500 shares of the Issuer's Class B Common Stock in exchange for the payment of $25,000 of expenses on the Issuer's behalf. In March 2021, Sponsor forfeited 400,000 shares of the Issuer's Class B Common Stock. In April 2021, one of the Issuer's independent directors forfeited 40,000 shares of the Issuer's Class B Common Stock in connection with such director's resignation from the Issuer's board of directors, and Sponsor acquired an equivalent number of shares of the Issuer's Class B Common Stock from the Issuer. In May 2021, Sponsor forfeited 1,312,500 shares of the Issuer's Class B Common Stock in connection with the expiration of the underwriters' over-allotment option for the Issuer's initial public offering, resulting in Sponsor holding 8,390,000 shares of the Issuer's Class B Common Stock. On October 25, 2021, Sponsor elected to convert its shares of Class B Common Stock into shares of the Issuer's Class A Common Stock. On March 26, 2021, simultaneously with the closing of the Issuer's initial public offering (the "Initial Public Offering") and pursuant to a Private Placement Warrants Purchase Agreement dated March 23, 2021 by and between the Issuer, Sponsor and the other parties thereto, the Issuer completed the private sale of 6,334,086 warrants (the "Private Placement Warrants") at a purchase price of $1.50 per Private Placement Warrant to Sponsor, generating gross proceeds to the Issuer of approximately $9.5 million. Upon the closing of the Business Combination, Sponsor elected to convert $1.5 million of working capital loan borrowings previously provided by Sponsor to the Issuer into an additional 1,000,000 Private Placement Warrants. In April 2021, the Sponsor acquired 33,267 Private Placement Warrants from Michael Warren, in connection with his resignation from the Issuer's board of directors. Each Private Placement Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. Only whole warrants are exercisable. The Private Placement Warrants became exercisable on March 26, 2022, and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. On December 8, 2021, pursuant to that certain Business Combination Agreement and Plan of Reorganization, dated as of June 15, 2021 (the "Business Combination Agreement"), by and among Decarbonization Plus Acquisition Corporation III (the "DCRC"), Solid Power Operating, Inc., a Colorado corporation ("Legacy Solid Power"), and the other parties thereto, the DCRC completed its initial business combination (the "Business Combination"). As a result of the Business Combination, DCRC changed its name to Solid Power, Inc. On January 23, 2023, Sponsor made pro rata distributions of 7,244,756 shares of Common Stock to its members, including Mr. Leuschen and an estate planning vehicle for which Mr. Lapeyre serves as investment manager. On January 23, 2023, Sponsor, Decarbonization Plus Acquisition Sponsor Manager III, LLC ("Sponsor Manager") and Riverstone ceased to be the beneficial owner of more than five percent of the Common Stock. On January 25, 2023, Sponsor sold 89,866 Private Placement Warrants in multiple transactions at a price of approximately $0.66. On January 26, 2023, Sponsor sold 20,528 Private Placement Warrants in multiple transactions at a price of approximately $0.67. Since January 26, 2023, Sponsor sold 193,347 shares of Common Stock and 1,205,928 Private Placement Warrants in multiple transactions. On August 19, 2025, Sponsor effected distributions of 2,044,171 Private Placement Warrants to Mr. Lapeyre and an estate planning vehicle for which he serves as investment manager without additional consideration (the "Lapeyre Transfer"). Securities Held Directly By Riverstone SP Partners, LLC ("Riverstone SP") The 485,112 shares of Common Stock directly held by Riverstone SP were issued in the Business Combination in exchange for securities of Legacy Solid Power directly held by Riverstone SP prior to the Business Combination. In October 2022, Riverstone SP made pro rata distributions of 485,112 shares of Common Stock to its members, including 160,012 shares of Common Stock which were distributed to Mr. Lapeyre and estate planning vehicles for which he serves as investment manager. Securities Held Directly By REL Batavia Partnership, L.P. ("REL") 4,798,303 shares of Common Stock directly held by REL were issued in the Business Combination in exchange for securities of Legacy Solid Power directly held by REL prior to the Business Combination. In addition, REL purchased 2,000,000 shares of Common Stock at a price of $10.00 per share in a PIPE transaction that closed substantially concurrently with the closing of the Business Combination.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended by deleting the last paragraph thereof and adding the following: As described in the shareholder circular published by Riverstone Energy Limited ("Riverstone Energy") on August 1, 2025, Riverstone Energy has proposed to implement a managed wind-down of its portfolio. If approved, Riverstone Energy intends to realize all of the assets in its public portfolio (including the Common Stock held by REL) as soon as reasonably practicable and, in any event, within three months of the conclusion of the Extraordinary General Meeting of Riverstone Energy's shareholders to be held on August 22, 2025. Except as described in the Schedule 13D, as amended by this Amendment No. 1, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: The ownership information presented below represents beneficial ownership of shares of Common Stock of the Issuer as of August 21, 2025, based upon (i) with respect to Mr. Leuschen, 185,291,240 shares of the Issuer's Common Stock, which includes (x) 181,284,380 shares of the Issuer's Common Stock, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 7, 2025 and (y) 4,006,860 shares of the Issuer's Common Stock which may be purchased by exercising warrants that are presently exercisable and (ii) with respect to Mr. Lapeyre, 187,335,411 shares of the Issuer's Common Stock, which includes (x) 181,284,380 shares of the Issuer's Common Stock, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 7, 2025 and (y) 6,051,031 shares of the Issuer's Common Stock which may be purchased by exercising warrants that are presently exercisable. Shared Shared Sole power power to Sole power power to to dispose or dispose or to Amount to vote or to vote or to to direct the direct the beneficially Percent of direct the direct the disposition disposition Reporting Person owned class: vote: vote: of: of: David M. Leuschen 13,502,606 7.29% 1,745,546 11,757,060 1,745,546 11,757,060 Pierre F. Lapeyre, Jr. 15,808,997 8.44% 4,051,937 11,757,060 4,051,937 11,757,060 Sponsor is the record holder of 951,897 shares of Common Stock and 4,006,860 Private Placement Warrants that are presently exercisable. Mr. Leuschen and Mr. Lapeyre are the managing directors of Riverstone, which is the sole and managing member of Sponsor Manager, which is the managing member of Sponsor. As a result, Mr. Leuschen and Mr. Lapeyre each may be deemed to share beneficial ownership of the shares held by Sponsor. Each such person or entity disclaims any such beneficial ownership. REL is the record holder of 6,798,303 shares of Common Stock. Mr. Leuschen and Mr. Lapeyre collectively own a majority of the limited liability company interests of Riverstone Management Group, LLC which is the sole general partner of Riverstone/Gower Mgmt Co. Holdings, L.P., which is the sole member of Riverstone Holdings II (Cayman) Ltd., which is the sole member of RIGL Holdings, LP, which is the investment manager of REL. As a result, Mr. Leuschen and Mr. Lapeyre may be deemed to share beneficial ownership of the shares held by REL. Each such person disclaims any such beneficial ownership. Mr. Leuschen is the record holder of 1,745,546 shares of Common Stock. Mr. Lapeyre is the record holder of 72,046 shares of Common Stock and 401,131 Private Placement Warrants that are presently exercisable. Additionally, Mr. Lapeyre may be deemed to beneficially own 1,935,720 shares of Common Stock and 1,643,040 Private Placement Warrants that are presently exercisable held by estate planning vehicles for which he serves as investment manager.
(b)	The information from the response in subpart (a) of this section is incorporated by reference herein.
(c)	Except for the Lapeyre Transfer described in Item 3 of this Amendment No. 1, the Reporting Persons have not engaged in any transaction during the past 60 days involving securities of the Issuer.
(d)	This Item 5(d) is not applicable.
(e)	On January 23, 2023, Sponsor, Sponsor Manager and Riverstone ceased to be the beneficial owner of more than five percent of the Common Stock.
Item 7.	Material to be Filed as Exhibits.
	7 Joint Filing Agreement, dated February 28, 2023, among Decarbonization Plus Acquisition Sponsor III LLC, Decarbonization Plus Acquisition Sponsor Manager III, LLC, Riverstone Holdings LLC, Pierre F. Lapeyre, Jr. and David M. Leuschen (filed as Exhibit 2 to the Schedule 13D filed on March 1, 2023 and incorporated herein by reference). 8 Power of Attorney, dated August 21, 2025, granted by Pierre F. Lapeyre, Jr. 9 Power of Attorney, dated August 21, 2025, granted by David M. Leuschen. 10 Shareholder Circular published by Riverstone Energy Limited on August 1, 2025.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

David M. Leuschen

Signature:	/s/ Thomas Smith, attorney-in-fact
Name/Title:	David M. Leuschen
Date:	08/21/2025

Pierre F. Lapeyre, Jr.

Signature:	/s/ Thomas Smith, attorney-in-fact
Name/Title:	Pierre F. Lapeyre, Jr.
Date:	08/21/2025

FAQ

What percent of Solid Power (SLDPW) does David M. Leuschen report owning?

As of August 21, 2025 Mr. Leuschen reports beneficial ownership of 13,502,606 shares (7.29%), including shares underlying presently exercisable warrants.

What percent of Solid Power (SLDPW) does Pierre F. Lapeyre, Jr. report owning?

As of August 21, 2025 Mr. Lapeyre reports beneficial ownership of 15,808,997 shares (8.44%), which includes shares underlying presently exercisable warrants.

How many Private Placement Warrants were transferred to Mr. Lapeyre on August 19, 2025?

The filing discloses a transfer of 2,044,171 Private Placement Warrants to Mr. Lapeyre on August 19, 2025.

What is the Riverstone Energy action disclosed in this amendment?

Riverstone Energy published a shareholder circular proposing a managed wind-down of its portfolio and intends to realize public assets, including REL's holdings, within three months after the August 22, 2025 shareholder meeting.

Did Sponsor remain a >5% beneficial owner after distributions in January 2023?

No. The filing states that on January 23, 2023 Sponsor, Sponsor Manager and Riverstone ceased to be the beneficial owner of more than five percent of Solid Power common stock.