Amprius Technologies, Inc S-1/A, filed Dec 27, 2022
Amprius Technologies, Inc. (AMPX)
As filed with the Securities and Exchange Commission on December 27, 2022
Registration No. 333-267691
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
to
FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
AMPRIUS TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 3690 | 98-1591811 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
1180 Page Avenue
Fremont, California 94538
(800) 425-8803
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Dr. Kang Sun
Chief Executive Officer
Amprius Technologies, Inc.
1180 Page Avenue
Fremont, California 94538
(800) 425-8803
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Michael J. Danaher
Mark B. Baudler
Austin D. March
Alexandra Perry
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 3 (the “Amendment”) to the Registration Statement on Form S-1 (File No. 333-267691) (the “Registration Statement”) is filed solely to amend Item 16(a) of Part II thereof and to file certain exhibits thereto. The remainder of the Registration Statement, including the prospectus that forms a part of the Registration Statement, is unchanged and has therefore been omitted. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits.
-i-
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits
Exhibit Index
II-1
II-2
| Exhibit |
Description | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |
| 107* | ||
| * | Previously filed. |
| † | 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. |
II-3
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Fremont, California, on December 27, 2022.
| AMPRIUS TECHNOLOGIES, INC. | ||
| By: | /s/ Dr. Kang Sun | |
| Name: Dr. Kang Sun | ||
| Title: Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated:
| Signature |
Title |
Date | ||
| /s/ Dr. Kang Sun Dr. Kang Sun |
Chief Executive Officer and Director (Principal Executive Officer) |
December 27, 2022 | ||
| /s/ Sandra Wallach Sandra Wallach |
Chief Financial Officer (Principal Financial and Accounting Officer) |
December 27, 2022 | ||
| * Donald R. Dixon |
Director | December 27, 2022 | ||
| * Dr. Steven Chu |
Director | December 27, 2022 | ||
| * Dr. Wen Hsieh |
Director | December 27, 2022 | ||
| * Justin Mirro |
Director | December 27, 2022 | ||
| * By: | /s/ Dr. Kang Sun | |||
| Name: Dr. Kang Sun | ||||
| Title: Attorney-in-Fact | ||||
II-4
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the use in this Amendment No. 3 to the Registration Statement (No. 333-267691) on Form S-1 of Amprius Technologies, Inc. of our report dated June 21, 2022 (except for the reverse recapitalization described in Note 1 as to which the date is November 16, 2022), relating to the financial statements of Amprius Technologies, Inc., appearing in the Prospectus, which is part of this Registration Statement.
We also consent to the reference to our firm under the heading “Experts” in such Prospectus.
/s/ SingerLewak LLP
San Jose, California
December 27, 2022