Amprius, Inc. Files 13D Amendment

TL;DR

Amprius, Inc. is now the main filer for Amprius Technologies stock ownership, replacing Kensington Capital.

AI Summary

Amprius, Inc. filed an amendment (No. 2) to its Schedule 13D on October 25, 2024, regarding its ownership of Amprius Technologies, Inc. common stock. The filing indicates a change in the reporting person, with Amprius, Inc. now being the primary entity. The previous entity was Kensington Capital Acquisition Corp. IV.

Why It Matters

This filing clarifies the reporting entity for significant ownership stakes in Amprius Technologies, Inc., which can impact investor understanding of control and influence.

Risk Assessment

Risk Level: low — This is an amendment to a previous filing, primarily clarifying the reporting entity rather than indicating a new significant event or change in holdings.

Key Players & Entities

• Amprius, Inc. (company) — Reporting Person
• Amprius Technologies, Inc. (company) — Subject Company
• Kensington Capital Acquisition Corp. IV (company) — Former Reporting Person
• Dr. Kang Sun (person) — Authorized to receive notices

FAQ

Key Financial Figures

• $0.0001 — me of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $1.00 — stock at an average execution price of $1.00 and $0.95, respectively, in open market
• $0 — an average execution price of $1.00 and $0.95, respectively, in open market transa

Filing Documents

• d897989dsc13da.htm (SC 13D/A) — 58KB
• 0001193125-24-244399.txt ( ) — 60KB

is hereby amended to add the following

Item 3 is hereby amended to add the following: On October 21, 2023, the parties to the Merger Agreement, including the Reporting Person and the Issuer, entered into a Termination Agreement (the Termination Agreement), pursuant to which, among other things, the parties agreed to mutually terminate the Merger Agreement, effective immediately. As a result, as of such date, the Merger Agreement became of no further force and effect, and the other agreements entered into in connection with the Merger Agreement, including the Amprius Support Agreement and the Registration Rights Agreement Amendment, were either terminated in accordance with their terms or became of no further force and effect. On October 23, 2024, the Reporting Person, which was the majority stockholder of the Issuer, voluntarily liquidated and dissolved. In connection therewith, the Reporting Person distributed to its stockholders on a pro rata basis an aggregate of 57,195,926 shares of the Issuers common stock (such distribution, the Liquidating Distribution). In connection with the liquidation and dissolution of the Reporting Person, the Issuer assumed from the Reporting Person the outstanding options to purchase shares of the Reporting Persons 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 the Reporting Person contributing 5,500,000 shares of the Issuers common stock to the Issuer and the Reporting Person agreeing to reimburse the Issuers expenses incurred in connection with the Option Assumption. The Option Assumption was approved by a committee of the Issuers board of directors comprised of solely independent and disinterested directors. As a result of the Option Assumption, each Holdings Option

is hereby amended to add the following

Item 4 is hereby amended to add the following: The Reporting Person has evaluated transactions that will allow its stockholders to hold shares of the Issuers stock directly rather than indirectly through their holdings in the Reporting Person. The Liquidating Distribution facilitated the stockholders of the Reporting Person holding the Issuers common stock directly, rather than holding such Issuers common stock indirectly through the Reporting Person. The Liquidating Distribution resulted in each stockholder of the Reporting Person having a direct and substantially proportionate ownership in the Issuer as it held previously (but indirectly, via the Reporting Person) in the Issuer. Shares of the Issuers common stock distributed to the stockholders of the Reporting Person as a result of the Liquidating Distribution are freely tradeable, subject to applicable securities laws and, if applicable, the Lock-up Agreement. In connection with the Liquidating Distribution, the Reporting Person reserved 2,500,071 shares of the Issuers common stock, which the Reporting Person expects to sell from time to time to funds its remaining liabilities and other obligations. Item5. Interest in Securities of the Issuer

(a), (b), (c) and (e) are hereby amended and restated as follows

Item 5(a), (b), (c) and (e) are hereby amended and restated as follows: (a)-(b) The following sets forth, as of October 23, 2024 after giving effect to the Liquidating Distribution and the Option Assumption, the aggregate number of shares of the Issuers common stock and percentage of the Issuers common stock beneficially owned by the Reporting Person and each Related Person, as well as the number of shares of the Issuers common stock as to which the Reporting Person or Related Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of or shared power to dispose or to direct the disposition of, as of the date hereof, based on 105,838,789 shares of the Issuers common stock outstanding as of October 23, 2024. Neither the Reporting Person nor any Related Person owns any public warrants of the Issuer. To the Reporting Persons knowledge, no other Related Person beneficially owns any shares of the Issuers common stock. Name Amount beneficially owned Percent of class Sole power to vote or to direct the vote Shared power to vote or to direct the vote Sole power to dispose or to direct the disposition Shared power to dispose or to direct the disposition Reporting Person 2,500,071 2.4 % 2,500,071 2,500,071 Dr. Kang Sun(1) 7,766,174 6.8 % 7,766,174 7,766,174 William Deihl(2) 815,754 * 815,754 815,754 Donald R. Dixon(3) 7,553,157 7.1 % 440,165 7,112,992 440,165 7,112,992 Dr. Wen Hsieh(4) 214,953 * 214,953 214,953 Dr. Steven Chu(5) 567,061 * 567,061 567,061 Dr. Yi Cui(6) 2,893,957 2.7 % 727,950 2,166,007 727,950 2,166,007 Alan Salzman(7) 7,112,992 6.7 % 7,112,992 7,112,992 * Represents less than 1%. (1) Consists of (i) 108,542 shares of the Issuers common stock held by Dr. Sun, (ii) 88,729 shares of the Issuers common stock issuable upon the vesting of restricted stock units hel

is hereby amended to add the following

Item 6 is hereby amended to add the following: Lock-up Agreement The information set forth in Item 3 with respect to the Lock-up Agreement is incorporated herein by reference. This summary is qualified by the actual terms of the Lock-up Agreement, a copy of which is attached as an exhibit to this Amendment and is incorporated herein by reference. Option Assumption Agreement The information set forth in Item 3 with respect to the Option Assumption is incorporated herein by reference. Assignment of Registration Rights In connection with the Liquidating Distribution, the Reporting Person, the Issuer and investment vehicles associated with Mr. Dixon and Dr. Hsieh entered into an Assignment of Registration Rights, pursuant to which Mr. Dixon and such investment vehicles agreed to be bound by and subject to the terms and conditions of the Registration Rights Agreement. The information set forth in Item 6 under the heading Registration Rights Agreement is incorporated herein by reference. Item7. Materials to be Filed as Exhibits Item 7 is hereby amended to add the following exhibits: Exhibit Number Description 1 Lock-up Agreement, dated as of October 23, 2024, by and among Amprius Technologies, Inc. and the other parties thereto 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. Date: October 25, 2024 AMPRIUS, INC. a Delaware corporation By: /s/ Dr. Kang Sun Name: Dr. Kang Sun Title: Chief Executive Officer

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View this SC 13D/A filing on SEC EDGAR