WESTBURY, N.Y., Sept. 7,
2022 /PRNewswire/ -- Kensington Capital Acquisition
Corp. IV (NYSE: KCAC.U) ("Kensington") and Amprius Technologies,
Inc. ("Amprius") today announced that they have determined the
exchange ratio to be approximately 1.45590 (the "Exchange Ratio")
as of the anticipated date for Closing (as defined below) in
accordance with the terms of the Business Combination Agreement,
dated as of May 11, 2022 (the
"Business Combination Agreement"), among Kensington, Kensington Merger Sub Corp., a
Delaware corporation and a wholly
owned subsidiary of Kensington,
and Amprius, pursuant to which, among other things, Kensington and Amprius will enter into a
business combination (the "Proposed Business Combination").
Capitalized terms used in this press release but not otherwise
defined herein have the meanings given to them in the Business
Combination Agreement.
Pursuant to the terms and subject to the conditions set forth in
the Business Combination Agreement, at the closing of the Proposed
Business Combination (the "Closing"), (1) each outstanding share of
Amprius' common stock will be cancelled and automatically converted
into the right to receive approximately 1.45590 shares of
Kensington common stock, par value
$0.0001 per share, with each holder's
shares rounded down to the nearest whole number and (2) each
outstanding option to purchase shares of Amprius' common stock,
whether vested or unvested, will be cancelled and automatically
converted into an option to purchase a number of shares of
Kensington common stock equal to the product (rounded down to the
nearest whole number) of (i) the number of shares of Amprius common
stock subject to the option immediately prior to Closing,
multiplied by (ii) the Exchange Ratio, at an exercise price per
share (rounded up to the nearest whole cent) equal to (A) the
exercise price per share of such option immediately prior to
Closing divided by (B) the Exchange Ratio.
The Exchange Ratio as of the anticipated date for Closing is
lower than the assumed exchange ratio calculated in accordance with
the Business Combination Agreement that was set out in the proxy
statement/prospectus, dated September 1,
2022 (the "Proxy Statement/Prospectus"), that was filed by
Kensington with the Securities and
Exchange Commission (the "SEC") and distributed to its
shareholders.
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, including Kensington's or
Amprius' or their management teams' expectations, hopes, beliefs,
intentions or strategies regarding the future. 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
the timing and terms of the Proposed Business Combination,
including the final Exchange Ratio. 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; and 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. Additional information
concerning these and other factors that may impact the operations
and projections discussed herein can be found in Kensington's periodic filings with the SEC,
including Kensington's final
prospectus for its initial public offering filed with the SEC on
March 2, 2022 and the Registration
Statement (as defined below) filed in connection with the Proposed
Business Combination. 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
This press release relates to the proposed transaction involving
Kensington and Amprius. A full
description of the terms of the transaction is provided in the
registration statement on Form S-4 (File No. 333-265740) (as
amended, the "Registration Statement"), filed with the SEC by
Kensington. The Registration
Statement includes a prospectus with respect to the combined
company's securities to be issued in connection with the Proposed
Business Combination and a preliminary proxy statement with respect
to the shareholder meeting of Kensington to vote on the Proposed Business
Combination. Kensington also plans
to file other documents and relevant materials with the SEC
regarding the Proposed Business Combination. The Registration
Statement was declared effective by the SEC, and Kensington commenced mailing, on September 1, 2022, the Proxy Statement/Prospectus
to the shareholders of Kensington
as of the record date established for voting on the Proposed
Business Combination. SECURITY HOLDERS OF AMPRIUS AND KENSINGTON ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS
THERETO) AND OTHER DOCUMENTS AND RELEVANT MATERIALS RELATING TO THE
PROPOSED BUSINESS COMBINATION FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING
DECISION WITH RESPECT TO THE PROPOSED BUSINESS COMBINATION BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS
COMBINATION AND THE PARTIES TO THE PROPOSED BUSINESS COMBINATION.
Shareholders are able to obtain free copies of the Proxy
Statement/Prospectus and other documents containing important
information about Amprius and Kensington filed with the SEC through the
website maintained by the SEC at http://www.sec.gov. The
information contained on, or that may be accessed through the
websites referenced in this press release is not incorporated by
reference into, and is not a part of, this press release.
Participants in the
Solicitation
Kensington and its directors
and executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders 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, 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 shareholders
generally, is set forth in the Proxy Statement/Prospectus.
No Offer or Solicitation
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, or constitute a
solicitation of any vote or approval in respect of the potential
transaction and shall not constitute an offer to sell or a
solicitation of an offer to buy the securities of Kensington, Amprius or the combined company,
nor shall there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act.
Contact:
Daniel Huber
Chief Financial Officer
dan@kensington-cap.com
(703) 674-6514
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SOURCE Kensington Capital Acquisition Corp. IV