- Amprius Technologies, Inc. has entered into a business
combination agreement with Kensington Capital Acquisition Corp. IV
(NYSE: KCAC.U); upon closing, the combined company's common stock
will be listed on the New York Stock Exchange under the ticker
symbol "AMPX"
- Amprius is transforming electric mobility by developing,
manufacturing, and selling the most powerful lithium-ion batteries
on the commercial market today
- Amprius currently provides its batteries to the aviation and
defense industries, including customers such as Airbus and the U.S.
Army, with plans to deliver its technology to additional markets
including the automotive industry
- The transaction assumes approximately $430 million in gross proceeds raised through the
business combination, including $230
million of cash in trust and up to $200 million in additional equity financing
- Pro forma implied enterprise value of the combined company is
$939 million
FREMONT, Calif. and
WESTBURY, N.Y., May 12, 2022 /PRNewswire/ -- Amprius
Technologies, Inc. ("Amprius"), the leader in lithium-ion batteries
with its Si Nanowire Anode Platform, and Kensington Capital
Acquisition Corp. IV ("Kensington") (NYSE: KCAC.U), a special purpose
acquisition company, today announced a definitive agreement for a
business combination that would result in Amprius becoming a
publicly-listed company. Upon closing of the transaction, the
combined company will be named Amprius Technologies, Inc. and its
common stock will trade on the NYSE under the new ticker symbol
"AMPX."
Founded in 2008, Amprius develops, manufactures, and sells
ultra-high energy density lithium-ion batteries using its
innovative, patent-protected silicon nanowire anode technology.
Amprius batteries offer highest energy density for longer endurance
and higher performance when compared to lithium-ion batteries that
utilize graphite anodes.
The market-leading performance of Amprius' 100% silicon anode
battery is expected to accelerate the development of electric
mobility, with the goal of making Amprius silicon nanowire anode
technology a mainstream technology in the lithium-ion battery
industry. Amprius batteries' high-energy and high-power
capabilities are uniquely positioned to address the aviation,
defense and electric vehicle markets. Amprius is currently
delivering commercial batteries to the aviation and defense
markets, with customers that include Airbus and AeroVironment.
Having reached commercialization in the aviation and defense
markets, Amprius is primed to make significant advancements,
including, at the appropriate time, accessing additional markets
including the automotive industry.
Dr. Kang Sun, Chief Executive
Officer of Amprius, commented: "Today represents a significant
milestone for Amprius. A merger with Kensington – who has extensive expertise and
operating capabilities in the automotive and electric mobility
sectors – will help us realize the full potential of our
industry-disrupting technology. The superior performance of our
silicon nanowire anode battery is unmatched in the commercial
market. We believe Amprius will help power the mobility revolution
and that the proceeds from this transaction, along with the
partnership and support of Kensington's world-class team, will enable us
to significantly scale our production capabilities to meet the
overwhelming demand for our silicon nanowire anode
batteries."
Justin Mirro, Chairman and Chief
Executive Officer of Kensington,
added: "We are so impressed with Amprius and extremely pleased to
announce our business combination with this great company. Amprius
is already the market leader, and we are excited about combining
their proven technology and commercialization with our
manufacturing and public market experience to help the company meet
demand. Amprius is truly advancing electric mobility today, and we
are thrilled to support them in making the world better for
generations to come."
Transaction Overview
The business combination values
Amprius at an implied pro forma enterprise value of $939 million, assuming no redemptions by our
public stockholders in connection with closing and the payment of
estimated transaction expenses. The boards of directors of both
Kensington and Amprius have
approved the proposed transaction, which is expected to be
completed in the second half of 2022, subject to, among other
things, the approval by Kensington's stockholders and satisfaction or
waiver of other conditions stated in the definitive
documentation.
The transaction will result in gross proceeds of approximately
$430 million to Amprius, comprised of
$230 million of cash held in
Kensington's trust, before
redemptions, and up to $200 million
in additional equity financing to be raised prior to the closing of
the business combination.
Additional information about the proposed transaction, including
a copy of the business combination agreement and investor
presentation, will be provided in a Current Report on Form 8-K to
be filed by Kensington with the
Securities and Exchange Commission and available at
www.sec.gov.
Advisors
Hughes Hubbard & Reed LLP is serving as
legal advisor and Marcum is serving as auditor to Kensington. Oppenheimer & Co. Inc. is
serving as financial advisor, Wilson
Sonsini Goodrich & Rosati is serving as legal advisor,
and SingerLewak is serving as auditor to Amprius.
Investor Conference Call Information
Amprius and
Kensington will host a joint
investor conference call at 9:00am
today, May 12, 2022, to discuss the
proposed transaction. To listen to the prepared remarks via
telephone dial 1-844-826-3033 (U.S.) or 1-412-317-5185
(International) and an operator will assist you. A telephone replay
will be available at 1-844-512-2921 (U.S.) or 1-412-317-6671
(International), passcode: 10166703 through May 26, 2022. The conference call will be
broadcast simultaneously and available for replay here.
A transcript of this conference call can also be found on
Amprius' Investor Relations page and will be filed by Kensington with the SEC.
About Amprius Technologies, Inc.
Amprius Technologies,
Inc. is a leading manufacturer of high-energy and high-power
lithium-ion batteries producing the industry's highest energy
density cells. The company's corporate headquarters is in
Fremont, California where it
maintains an R&D lab and a pilot manufacturing facility for the
fabrication of silicon nanowire anodes and cells.
For additional information, please visit amprius.com.
About Kensington Capital Acquisition Corp.
IV
Kensington Capital Acquisition Corp. IV (NYSE: KCAC.U) is
a special purpose acquisition company formed for the purpose of
effecting a merger, stock purchase or similar business combination
with a business in the automotive and automotive-related sector.
Kensington's management team of
Justin Mirro, Dieter Zetsche, Bob
Remenar, Simon Boag and
Dan Huber is supported by a board of
independent directors including Tom
LaSorda, Nicole Nason,
Anders Pettersson, Mitch Quain, Don
Runkle, and Matt
Simoncini.
Kensington's units, subunits
and warrants are currently trading on the New York Stock Exchange
under the symbols "KCAC.U," "KCA.U," and "KCAC.WS," respectively.
Each "KCAC.U" unit contains one subunit and 1 warrant. Each "KCA.U"
subunit contains one share of Kensington common stock and 1 warrant. A
holder of the subunit will only be able to retain the 1 warrant
underlying the subunit if the holder elects not to redeem the
subunit in connection with the Business Combination. The subunits
will not separate into shares of common stock and warrants until
the consummation of the Business Combination.
For additional information, please visit autospac.com.
Forward-Looking Statements
This press release includes
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended (the "Securities Act"),
Section 21E of the Securities Exchange Act of 1934 and the "safe
harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995, each as amended. Forward-looking
statements may be identified by the use of words such as
"estimate," "plan," "project," "forecast," "intend," "expect,"
"anticipate," "believe," "seek" or other similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking
statements include, but are not limited to, statements regarding
Amprius' expected product offerings, Amprius' ability to produce
its products at a commercial level and the capitalization of
Kensington after giving effect to
the proposed business combination between Amprius and Kensington (the "Proposed Business
Combination"). These statements are based on various
assumptions, whether or not identified in this press release, and
on the current expectations of Amprius' and Kensington's management and are not
predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not
intended to serve as, and must not be relied upon by any investors
as, a guarantee, an assurance, a prediction or a definitive
statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will
differ from assumptions. Many actual events and circumstances
are beyond the control of Amprius and Kensington. These
forward-looking statements are subject to a number of risks and
uncertainties, including changes in domestic and foreign business,
market, financial, political and legal conditions; the inability of
the parties to successfully or timely consummate the Proposed
Business Combination, including the risk that any regulatory
approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the combined
company or the expected benefits of the Proposed Business
Combination or that the approval of the equity holders of Amprius
or Kensington is not obtained;
failure to realize the anticipated benefits of the Proposed
Business Combination; risks related to the rollout of Amprius'
business and the timing of expected business milestones; the
effects of competition on Amprius' business; supply shortages in
the materials necessary for the production of Amprius' products;
the termination of government clean energy and electric vehicle
incentives or the reduction in government spending on vehicles
powered by battery technology; delays in construction and operation
of production facilities; the amount of redemption requests made by
Kensington's public equity
holders; the ability of Kensington
or the combined company to issue equity or equity-linked securities
in connection with the Proposed Business Combination or in the
future; and those factors discussed below and in Kensington's final prospectus filed with the
Securities and Exchange Commission (the "SEC") on March 2, 2022 under the heading "Risk Factors"
and other documents of Kensington
filed, or to be filed, with the SEC. If any of these risks
materialize or our assumptions prove incorrect, actual results
could differ materially from the results implied by these
forward-looking statements. There may be additional risks
that neither Amprius or Kensington
presently know or that Amprius and Kensington currently believe are immaterial
that could also cause actual results to differ from those contained
in the forward-looking statements. In addition,
forward-looking statements reflect Amprius' and Kensington's expectations, plans or forecasts
of future events and views as of the date of this press
release. Amprius and Kensington anticipate that subsequent events
and developments will cause Amprius' and Kensington's assessments to change.
However, while Amprius and Kensington may elect to update these
forward-looking statements at some point in the future, Amprius and
Kensington specifically disclaim
any obligation to do so. These forward-looking statements
should not be relied upon as representing Amprius' or Kensington's assessments as of any date
subsequent to the date of this press release. Accordingly,
undue reliance should not be placed upon the forward-looking
statements. Neither Amprius, Kensington, nor any of their respective
affiliates have any obligation to update this press release other
than as required by law.
Important Information and Where to Find It
In
connection with the Proposed Business Combination, Kensington plans to file a registration
statement on form S-4 (the "Registration Statement") with the SEC,
which will include a proxy statement/prospectus of
Kensington. Kensington also
plans to file other documents and relevant materials with the SEC
regarding the Proposed Business Combination. After the
Registration Statement has been cleared by the SEC, a definitive
proxy statement/prospectus will be mailed to the stockholders of
Kensington. SECURITY HOLDERS OF
AMPRIUS AND KENSINGTON ARE URGED
TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENDS
AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS AND RELEVANT MATERIALS
RELATING TO THE PROPOSED BUSINESS COMBINATION THAT WILL BE FILED
WITH THE SEC CAREFULLY AND IN THER ENTIRETY WHEN THEY BECOME
AVAILABLE BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE
PROPOSED BUSINESS COMBINATION BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND THE PARTIES
TO THE PROPOSED BUSINESS COMBINATION. Stockholders will be
able to obtain free copies of the proxy statement/prospectus and
other documents containing important information about Amprius and
Kensington once such documents are
filed with the SEC through the website maintained by the SEC at
www.sec.gov.
Participants in the Solicitation
Kensington and its directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the stockholders of Kensington in connection with the Proposed
Business Combination. Amprius and its officers and directors
may also be deemed participants in such solicitation.
Security holders may obtain more detailed information regarding the
names, affiliations and interests of certain of Kensington's executive officers and directors
in the solicitation by reading Kensington's final prospectus filed with the
SEC on March 2, 2022 and the proxy
statement/prospectus and other relevant materials filed with the
SEC in connection with the Proposed Business Combination when they
become available. Information concerning the interests of
Kensington's participants in the
solicitation, which may, in some cases, be different from those of
Kensington's stockholders
generally, will be set forth in the proxy statement/prospectus
relating to the Proposed Business Combination when it becomes
available.
No Offer or Solicitation
This press release shall not
constitute an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act.
Contacts:
For Amprius Technologies
Investors
Cody Slach
and Sophie Pearson
Gateway
949-574-3860
IR@amprius.com
Media
Renée Maler
Philosophy PR
510-499-9746
renee@philosophypr.com
For Kensington
Dan
Huber
Chief Financial Officer
dan@kensington-cap.com
703-674-6514
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SOURCE Kensington Capital Acquisition Corp. IV
