0001193125-23-264431.txt : 20231027 0001193125-23-264431.hdr.sgml : 20231027 20231027061056 ACCESSION NUMBER: 0001193125-23-264431 CONFORMED SUBMISSION TYPE: RW PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20231027 DATE AS OF CHANGE: 20231027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Amprius Technologies, Inc. CENTRAL INDEX KEY: 0001899287 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 981591811 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: RW SEC ACT: SEC FILE NUMBER: 333-272466 FILM NUMBER: 231351858 BUSINESS ADDRESS: STREET 1: 1180 PAGE AVENUE CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: (800) 425-8803 MAIL ADDRESS: STREET 1: 1180 PAGE AVENUE CITY: FREMONT STATE: CA ZIP: 94538 FORMER COMPANY: FORMER CONFORMED NAME: Kensington Capital Acquisition Corp. IV DATE OF NAME CHANGE: 20211214 RW 1 d538445drw.htm RW RW

October 27, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549-3720

 

Re:

Request for Withdrawal of Amprius Technologies, Inc.

Registration Statement on Form S-4

File No. 333-272466

Ladies and Gentlemen:

On behalf of Amprius Technologies, Inc., a Delaware corporation (the “Company”), the undersigned hereby requests that the Registration Statement on Form S-4 (File No. 333-272466), initially filed with the Securities and Exchange Commission (the “Commission”) on June 7, 2023, including all the exhibits thereto, as amended on June 21, 2023, and declared effective on June 26, 2023 (the “Registration Statement”) be withdrawn from registration with the Commission pursuant to Rule 477 of the Securities Act of 1933, as amended (the “Securities Act”), on the grounds that such withdrawal is consistent with the public interest and protection of investors as contemplated by paragraph (a) of Rule 477 under the Securities Act.

The Registration Statement was filed to register shares of the Company’s common stock, par value $0.0001 per share (the “Shares”) to be issued in connection with the Agreement and Plan of Merger and Reorganization, dated as of May 9, 2023 (the “Merger Agreement”), by and among the Company, Amprius, Inc. (“Holdco”), Combine Merger Sub, Inc. and Combine Merger Sub, LLC, pursuant to which, among other things, the Shares would be issued and exchanged for shares of common stock of Holdco. On October 21, 2023, as previously reported on a Current Report on Form 8-K filed by the Company with the Commission on October 23, 2023, the Company and Holdco terminated the Merger Agreement. Consequently, the Company will not proceed with the issuance and sale of the Shares as contemplated by the Merger Agreement, and the Registration Statement is no longer required.

No securities have been issued or sold pursuant to the Registration Statement. The Company requests that the withdrawal of the Registration Statement be effective as of the date hereof and that, in accordance with Rule 457(p) of the Securities Act, all fees paid to the Commission in connection with the filing of the Registration Statement may be used as an offset to the filing fees for future registration statements.

[Signature page follows]

Securities and Exchange Commission

October 27, 2023

Page 2

 

Your assistance in this matter is greatly appreciated. If you have any questions regarding this request or require additional information, please do not hesitate to contact our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Austin D. March at (512) 338-5410.

 

Sincerely,
AMPRIUS TECHNOLOGIES, INC.

/s/ Sandra Wallach

Sandra Wallach

Chief Financial Officer

 

cc:

Michael J. Danaher, Mark B. Baudler, and Austin D. March, Wilson Sonsini Goodrich & Rosati, P.C.