This Amendment No. 2 to the Tender Offer Statement on Schedule TO (together with any
exhibits and annexes attached hereto, this Amendment No. 2) amends and supplements the Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission (the SEC) on May 13, 2024 (the
Original Schedule TO), as amended by Amendment No. 1 to the Original Schedule TO filed with the SEC on June 4, 2024 (as so amended, the Schedule TO) by Amprius Technologies, Inc., a Delaware corporation (the
Company, we, us, or our), relating to an offer by the Company to the holders of the Offering Warrants to exercise for cash (and not on a cashless basis) the Offering Warrants at a temporarily reduced
exercise price of $1.10 per Offering Warrant, upon the terms and subject to the conditions set forth in the Offer to Exercise Warrants to Purchase Common Stock of Amprius Technologies, Inc. dated May 13, 2023 (as amended, the Offer to
Exercise) filed as Exhibit (a)(1)(B) to the Original Schedule TO.
This Amendment No. 2 should be read together with the
Schedule TO and its exhibits. This Amendment No. 2 is made to amend and supplement certain items of the Schedule TO. Only those items being amended are reported in this Amendment No. 2. Except as specifically set forth herein, this
Amendment No. 2 does not modify any of the information previously reported on the Schedule TO. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.
This Amendment No. 2 is the final amendment to the Schedule TO and is being filed in satisfaction of the reporting requirements of Rule 13e-4(c)(4) of the Exchange Act.
Amendments to the Schedule TO
ITEM 4 (Terms of the Transaction) to the Schedule TO is hereby amended and supplemented to include the following:
(a)(b) The Offer to Exercise expired at 5:00 p.m. (Eastern Time) on June 11, 2024 (the Expiration Date). 13,075,664
Offering Warrants to purchase an aggregate of 13,075,664 shares of Common Stock were tendered and exercised for aggregate gross proceeds to the Company of approximately $14.4 million, before deducting information agent fees and other expenses.
Offering Warrants that were not tendered and exercised remain in effect at the original exercise price of $11.50 per share of Common Stock.
ITEM 8 (Interests in Securities of the Subject Company) to the Schedule TO is hereby amended and supplemented to include the following:
(a) The 13,075,664 Offering Warrants accepted by the Company did not include any of the 4,700,000 Offering Warrants held by Kensington
Capital Partners, LLC.
ITEM 11 (Additional Information) to the Schedule TO is hereby amended and supplemented to include the
following:
(c) On June 12, 2024, the Company issued a press release announcing the final results of the Offer to Exercise, which
expired at 5:00 p.m. (Eastern Time) on June 11, 2024. A copy of the press release is filed as Exhibit (a)(5)(D) to this Amendment No. 2 and is incorporated by reference herein.
ITEM 12 (Exhibits) to the Schedule TO is hereby amended and supplemented to include the following:
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