Filing summary
Important scope: This is Kensington Capital Acquisition Corp. IV’s unaudited Form 10-Q for the quarter ended March 31, 2022—not Amprius Technologies’ operating-company quarterly filing. It reports on the SPAC before its proposed combination with Amprius.
Business context and reporting period
Kensington was a blank-check company formed to pursue a business combination and had not commenced operations as of March 31, 2022. It completed its IPO on March 4, 2022, selling 23 million units at $10 each for $230 million gross proceeds, and raised another $8 million through a private placement of warrants. On May 11, 2022, after quarter-end, Kensington and Amprius entered into a business combination agreement. The filing does not report Amprius’ revenue, operating results, or cash flows.
Financial metrics
| Metric | Three months ended March 31, 2022 |
|---|---|
| Revenue | None; the SPAC had no operating revenue |
| Net loss | $255,835, or $0.02 per Class A and Class B share |
| Operating expenses | $114,404, including $94,404 general and administrative expenses and $20,000 related-party administrative expenses |
| Other items affecting results | $390,000 non-cash gain from warrant-liability remeasurement; $32,549 trust investment income; $563,980 offering costs related to derivative warrant liabilities |
| Cash and working capital | $2.65 million cash and approximately $2.8 million working capital at March 31, 2022 |
| Cash flow | $413,480 used in operating activities; $230 million used in investing activities for the Trust Account; $232.99 million provided by financing activities |
| Debt and liabilities | $200,000 related-party Working Capital Loan; $8.05 million deferred underwriting fees; $15.6 million derivative warrant liabilities; $24.07 million total liabilities |
| Trust and redeemable shares | $230.03 million in Trust Account investments; all 23 million public Class A shares classified outside permanent equity at $230 million redemption value |
Margins are not meaningful because the company had no operating revenue. The filing gives no operating-company profitability or leverage metrics for Amprius.
Changes versus the comparable period
The comparable 2021 period covers only March 19–31, 2021, from inception, rather than a full quarter. Net loss was $25,822 then. The 2022 quarter reflects the March IPO and private placement, the establishment of the $230 million Trust Account, and recognition of warrant liabilities. Consequently, the periods are not directly comparable as operating performance.
Outlook, risks, and unusual items
- Management expected available working capital and potential borrowing capacity to meet needs through the earlier of a business combination or one year from filing; potential additional sponsor or affiliate loans were discretionary, not committed.
- The SPAC had until March 4, 2024, subject to possible extension, to complete a business combination or it would liquidate and redeem public shares. Warrants would expire worthless if no combination is completed.
- The May 11 Amprius agreement is a subsequent event; this filing does not establish that the transaction would close or provide its final outcome.
- Warrant liabilities are measured using Level 3 valuation inputs, and fair-value changes affect reported earnings. The quarter also included a large redemption-value adjustment to public shares that contributed to shareholders’ deficit.
- Management noted that COVID-19 and the Russia-Ukraine conflict could affect the company or its target search, but the specific impact was not determinable. The filing reported no material change to previously disclosed risk factors and no legal proceedings.
- The filing reported effective disclosure controls as of March 31, 2022, with no material change in internal control over financial reporting during the quarter.
Important facts for investors to verify
- Whether the Kensington-Amprius business combination closed, and the definitive transaction terms, financing, and expected ownership and dilution.
- Public-share redemptions, remaining Trust Account proceeds, and the effect of the $8.05 million deferred underwriting fee.
- The treatment and potential dilution from public, private-placement, and any loan-conversion warrants.
- Amprius’ own current financial statements, operating performance, liquidity, and outlook; these are not provided in this SPAC 10-Q.