Amprius Technologies Reports 8-K Filing

TL;DR

Amprius (AMPX) filed an 8-K - changes in control & execs, financial docs included.

AI Summary

Amprius Technologies, Inc. filed an 8-K on October 23, 2024, reporting changes in control and executive appointments. The filing also includes financial statements and exhibits. The company was formerly known as Kensington Capital Acquisition Corp. IV.

Why It Matters

This 8-K filing signals significant corporate events, including potential changes in control and executive leadership, which could impact the company's strategic direction and investor confidence.

Risk Assessment

Risk Level: medium — 8-K filings often contain material information that can lead to stock price volatility, especially those related to changes in control or executive departures.

Key Players & Entities

• Amprius Technologies, Inc. (company) — Registrant
• Kensington Capital Acquisition Corp. IV (company) — Former Company Name
• October 23, 2024 (date) — Filing Date

FAQ

Key Financial Figures

• $0.0001 — ich registered Common stock, par value $0.0001 per share AMPX The New York Stock Excha
• $11.50 — of common stock at an exercise price of $11.50 AMPX.W The New York Stock Exchange In
• $2.10 — ve a weighted average exercise price of $2.10 per share. As of October 23, 2024 and f

Filing Documents

• ampx-20241023.htm (8-K) — 60KB
• ampriusinc-secondequityinc.htm (EX-10.2) — 211KB
• ampriustechnologiesinc-loc.htm (EX-10.3) — 57KB
• 0001899287-24-000076.txt ( ) — 546KB
• ampx-20241023.xsd (EX-101.SCH) — 3KB
• ampx-20241023_def.xml (EX-101.DEF) — 16KB
• ampx-20241023_lab.xml (EX-101.LAB) — 28KB
• ampx-20241023_pre.xml (EX-101.PRE) — 16KB
• ampx-20241023_htm.xml (XML) — 4KB

01 Changes in Control of Registrant

Item 5.01 Changes in Control of Registrant. On October 23, 2024, Amprius, Inc. ("Amprius Holdings"), which was the majority stockholder of Amprius Technologies, Inc. (the "Company"), voluntarily liquidated and dissolved. In connection therewith, Amprius Holdings distributed to its stockholders on a pro rata basis an aggregate of 57,195,926 shares of the Company's common stock ("Common Stock" and, such distribution, the "Liquidating Distribution"). As a result of the Liquidating Distribution, Amprius Holdings ceased to be the majority stockholder of the Company. In connection with the liquidation and dissolution of Amprius Holdings, the Company assumed from Amprius Holdings the outstanding options to purchase shares of Amprius Holdings' Class A common stock (the "Holdings Options" and, each such option, a "Holdings Option") granted under the Amprius, Inc. 2008 Stock Plan (the "2008 Plan") and the Amprius, Inc. Second Equity Incentive Plan (the "Second Plan", the Second Plan together with the 2008 Plan, the "Plans" and each, a "Plan"; such assumption, the "Option Assumption"), in exchange for Amprius Holdings contributing 5,500,000 shares of Common Stock to the Company and Amprius Holdings agreeing to reimburse the Company's expenses incurred in connection with the Option Assumption. The Option Assumption was approved by a committee of the Company's Board of Directors (the "Board") comprised of solely independent and disinterested directors. As a result of the Option Assumption, each Holdings Option became an option to purchase a number of shares of Common Stock (collectively, the "Assumed Options"), and the terms of the Holdings Options, including the number of shares of Common Stock underlying the Assumed Option and the exercise price, were adjusted in a manner that was designed to comply with the requirements of U.S. Internal Revenue Code treasury regulation relating to equity grant assumptions. Each of the Plans have terminated and no additional awards will

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Amprius, Inc. 2008 Stock Plan and form of option award agreement thereunder (incorporated by reference to Exhibit 10.21 to the Company's Registration Statement on Form S-4 (File No. 333-272466) 10.2 Amprius, Inc. Second Equity Incentive Plan and form of option award agreement thereunder 10.3* Lock-Up Agreement, dated as of October 2 3 , 2024, by and among Amprius Technologies, Inc. and the other parties thereto 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) __________ * Certain schedules and exhibits have been omitted in accordance with Regulation S-K Item 601(a)(5). A copy of any omitted schedule or exhibit will be finished to the SEC upon request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AMPRIUS TECHNOLOGIES, INC. Date: October 23, 2024 By: /s/ Sandra Wallach Name: Sandra Wallach Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR