Amendment: SEC Form SC TO-I/A filed by Amprius Technologies Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(AMENDMENT NO. 2)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMPRIUS TECHNOLOGIES, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
PRIVATE WARRANTS TO PURCHASE COMMON STOCK AT AN EXERCISE PRICE OF $11.50 PER SHARE
N/A
Dr. Kang Sun
Chief Executive Officer
Amprius Technologies, Inc.
1180 Page Avenue
Fremont, California 94538
Telephone: (800) 425-8803
WITH A COPY TO:
Michael J. Danaher
Mark B. Baudler
Austin D. March
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, California 94304
Telephone: (650) 493-9300
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☐ | third party tender offer subject to Rule 14d-1. |
| ☒ | issuer tender offer subject to Rule 13e-4. |
| ☐ | going private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒
If applicable, check the appropriate box(es) below to designate the appropriate note provision(s):
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 2 (this “Amendment No. 2”) amends the prospectus/offer to exchange, dated June 24, 2024 (as it may be amended and supplemented from time to time, the “Prospectus/Offer to Exchange”), a copy of which was filed as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO originally filed by Amprius Technologies, Inc. (the “Company,” “us” or “we”), a Delaware corporation, on June 24, 2024 (as it may be amended and supplemented from time to time, the “Schedule TO”), relating to an offer by the Company to each holder of the Company’s outstanding private placement warrants (the “Private Warrants”) to purchase up to 15,900,000 shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), at an exercise price of $11.50 per share, to receive 0.197 shares of Common Stock in exchange for every outstanding Private Warrant tendered by the holder and exchanged pursuant to the offer (the “Offer”). The Offer was made upon and subject to the terms and conditions set forth in the Prospectus/Offer to Exchange and in the related Letter of Transmittal, the form of which was attached as Exhibit (a)(1)(B) to the Schedule TO (the “Letter of Transmittal”).
The purpose of this Amendment No. 2 is to amend and supplement the Schedule TO to report the final results of the Offer. Except as amended hereby, the information contained in the Schedule TO, the Prospectus/Offer to Exchange and the other exhibits to the Schedule TO remains unchanged and is hereby expressly incorporated into this Amendment No. 2 by reference. This Amendment No. 2 should be read with the Schedule TO and the Prospectus/Offer to Exchange.
The information in the Prospectus/Offer to Exchange and in the related Letter of Transmittal, including all schedules and exhibits thereto, is incorporated by reference herein to answer the items required in this Schedule TO.
ITEM 11. ADDITIONAL INFORMATION.
Item 11(b) of the Schedule TO is hereby amended and supplemented with the following text:
The Offer expired at 5:00 p.m., Eastern time, on July 23, 2024. The Company has been advised that 15,600,000 Private Warrants, or 98% of the outstanding Private Warrants, were validly tendered and not validly withdrawn prior to the expiration of the Offer. The Company expects to accept all validly tendered Warrants for exchange and settlement on or before July 25, 2024. Pursuant to the terms of the Offer, the Company expects to issue an aggregate of 3,073,200 shares of Common Stock in exchange for such Private Warrants.
On July 24, 2024, the Company issued a press release announcing the final results of the Offer as set forth above. A copy of the press release is filed as Exhibit (a)(5) to the Schedule TO and is incorporated herein by reference.
ITEM 12. EXHIBITS.
The following are attached as exhibits to this Schedule TO:
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| * | Previously filed |
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: July 24, 2024 |
AMPRIUS TECHNOLOGIES, INC. | |||||
| By: | /s/ Kang Sun | |||||
| Name: |
Dr. Kang Sun | |||||
| Title: |
Chief Executive Officer | |||||
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