Amprius Technologies, Inc. current report, 21 September 2023

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Amprius Technologies, Inc. — Form 8-K Summary

Business context and reporting period

Amprius Technologies, Inc. filed this Current Report on September 21, 2023 under Item 8.01, Other Events. The filing concerns the company’s proposed mergers and related transactions under a previously disclosed Merger Agreement with Holdco. It is not a periodic financial report and does not provide operating results for a reporting period.

Financial and operating metrics

  • The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other financial metrics.
  • The filing does not provide updated financial guidance or forecasts.

Material changes and transaction update

  • The special meeting of stockholders to vote on the merger with Holdco and other matters was rescheduled for October 24, 2023.
  • The record date for the rescheduled meeting is September 12, 2023.
  • Amprius commenced mailing the proxy statement/prospectus to its stockholders on September 21, 2023.
  • The proxy statement/prospectus is included in the Form S-4 registration statement, File No. 333-272466. The company may file additional documents and materials concerning the mergers.

Outlook, risks, and contingencies

  • Completion of the mergers remains subject to stockholder voting and other applicable transaction conditions; the filing does not state that the transactions have closed.
  • Stockholders are urged to review the proxy statement/prospectus, including amendments and supplements, and other SEC-filed materials before voting.
  • Amprius, its directors and executive officers, Holdco, and its officers and directors may be deemed participants in the proxy solicitation. Certain participants may have interests different from those of Amprius stockholders generally.
  • The communication is not an offer to sell or a solicitation to buy securities. Any securities offering would be made only through a qualifying prospectus and in compliance with applicable securities laws.

Investor verification items

  1. Confirm the final date, time, and location or virtual format of the October 24, 2023 special meeting.
  2. Review the Form S-4 proxy statement/prospectus and subsequent amendments for merger terms, conditions, consideration, voting requirements, and closing risks.
  3. Verify the record date and eligibility to vote.
  4. Review disclosures regarding the interests of directors and executive officers participating in the solicitation.
  5. Check subsequent SEC filings for stockholder approval, merger completion, termination, or changes to the transaction.