Amprius Technologies, Inc. entered into a definitive agreement to acquire Kensington Capital Acquisition Corp. IV (NYSE:KCAC.U) from Kensington Capital Sponsor IV LLC and others in a reverse merger transaction for approximately $800 million on May 11, 2022. The transaction values Amprius at an implied pro forma enterprise value of $939 million. Upon closing of the transaction, the combined company will be named Amprius Technologies, Inc. and shall trade on the NYSE under the new ticker symbol "AMPX." Justin Mirro will join the Amprius board of directors upon completion of business combination.

The Boards of Directors of both Kensington and Amprius have approved the proposed transaction but still subject to, among other things, the approval by Kensington's stockholders, all required filings under the HSR Act have been expired or been terminated, all consents, approvals have been obtained from and made with all Governmental Authorities, the Registration Statement has been declared effective, the shares of Kensington Common Stock to be issued in connection with the deal shall have been approved for listing on NYSE, cash amount shall be at least $200 million in aggregate, all members of Kensington Board shall have executed written resignations effective as of closing and satisfaction or waiver of other conditions stated in the definitive documentation. On September 13, 2022, Kensington Capital Acquisition shareholders approved the transaction. The transaction is expected to be completed in the second half of 2022. As of September 13, 2022, the transaction is expected to close on September 14, 2022. 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 transaction.

Andy Braiterman and Charles A. Samuelson of Hughes Hubbard & Reed LLP is serving as legal advisor, UBS Securities LLC, Stifel, Nicolaus & Company, Incorporated, Robert W. Baird & Co. Incorporated and Drexel Hamilton, LLC acted as financial advisors and Marcum is serving as accountant to Kensington. Oppenheimer & Co. Inc. is serving as financial advisor, Michael J. Danaher, Mark B. Baudler, Austin D. March and Alexandra Perry of Wilson Sonsini Goodrich & Rosati is serving as legal advisor, and SingerLewak is serving as accountant to Amprius. Mark Zimkind of Continental Stock Transfer & Trust Company acted as Kensington's transfer agent. Kensington has engaged D.F. King to assist in the solicitation of proxies. Kensington has agreed to pay D.F. King a fee of $20,000.

Amprius Technologies, Inc. completed the acquisition of Kensington Capital Acquisition Corp. IV (NYSE:KCAC.U) from Kensington Capital Sponsor IV LLC and others in a reverse merger transaction on September 14, 2022.