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8-K

Amprius Technologies, Inc. (AMPX)

8-K 2022-04-20 For: 2022-04-20
View Original
Added on April 07, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENTREPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 20, 2022

KENSINGTON CAPITAL ACQUISITION CORP. IV

(Exact name of registrant as specified in its charter)

Cayman Islands 001-41314 98-1591811
(State or other jurisdiction of<br><br><br>incorporation or organization) (Commission<br><br><br>File Number) (I.R.S. EmployerIdentification Number)
1400 Old Country Road, Suite 301<br><br><br>Westbury, New York 11590
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(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:(703) 674-6514

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17<br>CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading<br><br><br>Symbol(s) Name of each exchange<br><br><br>on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, one Class 1 redeemable warrant and one Class 2 redeemable warrant KCAC.U The New York Stock Exchange
Class A ordinary shares, $0.0001 par value KCAC The New York Stock Exchange
Class 1 redeemable warrants, each exercisable for one Class A ordinary share at an exercise price of $11.50 KCAC.W The New York Stock Exchange
Class 2 redeemable warrants, each exercisable for one Class A ordinary share at an exercise price of $11.50 KCAC.W The New York Stock Exchange
New units, each consisting of one Class A ordinary share, $0.0001 par value and one Class 2 redeemable warrant KCA.U The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 13(a) of the Exchange Act.  ☐

Item 8.01. Other Events.

On April 20, 2022, Kensington Capital Acquisition Corp. IV (the “Company”) announced that the holders of the Company’s units (the “Units”) may elect to separately trade the Class 1 redeemable warrants included in the Units (the “Class 1 Warrants”) commencing on April 22, 2022. Each Unit consists of one Class 1 Warrant, one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”) and one Class 2 redeemable warrant (the “Class 2 Warrants”).

The new units resulting from such separation (each such unit consisting of one Class A Ordinary Share and one Class 2 Warrant, the “New Units”) and the Class 1 Warrants will trade on the NYSE under the symbols “KCA.U” and “KCAC.W,” respectively. Any Units not separated will continue to trade under the symbol “KCAC.U”. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into Class 1 Warrants and New Units.

A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
99.1 Press Release, dated April 20, 2022.
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SIGNATURE

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.

Dated: April 20, 2022

KENSINGTON CAPITAL ACQUISITION<br><br><br>CORP. IV
By: /s/ Daniel Huber
Name: Daniel Huber
Title: Chief Financial Officer

EX-99.1

Exhibit 99.1

Kensington Capital Acquisition Corp. IV Announces the Separate Trading of its Class 1 Warrants and New Units Commencing April 22,2022

Westbury, N.Y., April 20, 2022—Kensington Capital Acquisition Corp. IV (NYSE: KCAC.U) (the “Company”) announced that, commencing April 22, 2022, holders of the units sold in the Company’s initial public offering of 23,000,000 units, completed on March 4, 2022, may elect to separately trade the Class 1 redeemable warrants included in the units. Those units not separated will continue to trade on the New York Stock Exchange (the “NYSE”) under the symbol “KCAC.U,” and the Class 1 redeemable warrants that are separated and the resulting new units consisting of one Class A ordinary share and one Class 2 redeemable warrant will trade on the NYSE under the symbols “KCAC.W” and “KCA.U,” respectively. Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into Class 1 redeemable warrants and new units.

The units were initially offered by the Company in an underwritten offering. UBS Securities LLC and Stifel, Nicolaus & Company, Incorporated acted as joint book running managers for the offering, Robert W. Baird & Co. Incorporated acted as lead manager and Drexel Hamilton, LLC acted as co-manager. The registration statement relating to the units and the underlying securities became effective on March 1, 2022.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering was made only by means of a prospectus, copies of which may be obtained by contacting UBS Securities LLC, Attn: Prospectus Department, 1285 Avenue of the Americas, New York, NY 10019, telephone: (888) 827-7275 or email: ol-prospectusrequest@ubs.com; and Stifel, Nicolaus & Company, Incorporated, Attn: Syndicate Department, One South Street, 15th Floor, Baltimore, MD 21202, or by email: SyndProspectus@Stifel.com or by telephone: (855) 300-7136.

About Kensington CapitalAcquisition Corp. IV

The Company is a newly organized blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

Formore information, please contact

Dan Huber

Chief Financial Officer

dan@kensington-cap.com

(703) 674-6514

Forward-Looking Statements

This press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission (the “SEC”). All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus relating to the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.