Cayman Islands | 6770 | 98-1591811 | ||
(Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
Charles A. Samuelson Jennifer E. Graham Mark F. Schuber Hughes Hubbard & Reed LLP One Battery Park Plaza New York, NY 10004 Tel: (212) 837-6200 | Michael J. Danaher Mark B. Baudler Austin D. March Alexandra Perry Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, CA 94304 Tel: (650) 493-9300 |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||||
Emerging growth company | ☒ |
* | Prior to the consummation of the business combination described in the enclosed proxy statement/prospectus, the Registrant intends to effect a transfer by way of continuation and domestication as a Delaware corporation in accordance with Section 388 of the General Corporation Law of the State of Delaware and Part XII of the Cayman Islands Companies Act (As Revised) (the “Domestication”), pursuant to which the Registrant’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. All securities being registered will be issued by Kensington Capital Acquisition Corp. IV (after its domestication as a corporation incorporated in the State of Delaware), the continuing entity following the Domestication which, in connection with the business combination, will be renamed “Amprius Technologies, Inc.” |
Name | Consideration | Voting Power (no redemptions) | Voting Power (maximum redemptions) | Value | ||||||||
Kensington Capital Sponsor IV LLC | 9,857,142 Sponsor Shares | 10.0 | % | 10.3 | % | $ (1)(2) | ||||||
Kensington Capital Sponsor IV LLC | 16,000,000 Private Warrants | — | — | $ (2)(3) | ||||||||
Kensington Capital Sponsor IV LLC | 3,267,500 Kensington Original Units | 3.3 | % | 3.4 | % | $ (2)(4) | ||||||
Justin Mirro | $100,000 of Working Capital Loans | — | — | $ (5) | ||||||||
Daniel Huber | $100,000 of Working Capital Loans | — | — | $ (5) | ||||||||
DEHC LLC | Amounts due under agreement | — | — | $ (6) | ||||||||
Public Shareholders | 19,732,500 shares of New Amprius Common Stock (7) | 20.0 | % | 17.5 | % (8) | $ (9) | ||||||
Public Warrant holders | 39,465,000 Public Warrants (10) | — | — | $ (10) | ||||||||
Holders of Amprius common stock | 65,881,960 shares of New Amprius Common Stock | 66.7 | % | 68.8 | % | $ (9) | ||||||
PIPE Investors | no shares of New Amprius Common Stock or PIPE Warrants (11) | — | — | $ (9) |
(1) | The value of the Sponsor Shares is based on the difference between the closing price of the Kensington New Units (each Kensington New Unit consisting of one Kensington Class A Ordinary Share and one Kensington Class 2 Warrant) minus the closing price of the Public Warrants on the NYSE on , 2022. |
(2) | Justin Mirro, Kensington’s Chief Executive Officer and Chairman, is the managing member of the managing member of the Sponsor. Consequently, he may be deemed the beneficial owner of the Sponsor Shares and to have voting and dispositive control over such securities. Mr. Mirro disclaims beneficial ownership of any securities other than to the extent he may have a pecuniary interest therein, either directly or indirectly. Each of Kensington’s other officers and directors are non-managing members of the Sponsor and has an indirect pecuniary interest in Kensington Class A Ordinary Shares and Kensington Class B Ordinary Shares (as defined in “ Frequently Used Terms |
(3) | The value of the Private Warrants is based on the closing price of the Public Warrants on the NYSE on , 2022. |
(4) | The value of the Kensington Original Units is based on the closing price of the Kensington Original Units on , 2022. |
(5) | These Working Capital Loans convert into 200,000 warrants with the same terms as the Private Warrants. The value of these warrants is based on the closing price of the Public Warrants on the NYSE on , 2022. |
(6) | DEHC LLC (“DEHC”) is an affiliate of Daniel Huber, Kensington’s Chief Financial Officer. Upon the Closing, any portion of an aggregate of $360,000 that has not yet been paid to DEHC under its agreement with Kensington will be due and payable. The amount in the table represents the amount that had not been paid to DEHC at , 2022. |
(7) | Does not include the 3,267,500 Public Shares included in the Kensington Original Units purchased by the Sponsor in the IPO, which are set forth above. |
(8) | The number of Public Shares held by the Public Shareholders assuming maximum redemptions is 16,732,500. |
(9) | The value of the New Amprius Common Stock is based on the difference between the closing price of the Kensington New Units (each Kensington New Unit consisting of one Kensington Class A Ordinary Share and one Kensington Class 2 Warrant) minus the closing price of the Public Warrants on the NYSE on , 2022. |
(10) | Excludes 6,535,000 Public Warrants included in the Kensington Original Units purchased by the Sponsor in the IPO. The value of the Public Warrants is based on the closing price of the Public Warrants on the NYSE on , 2022. |
(11) | Kensington has currently not received any commitments from any PIPE Investors (as defined below). In the event the PIPE Investors purchase the currently expected maximum amount of 20 million PIPE Units (as defined below), upon consummation of the Business Combination, they would own 16.8% of the New Amprius Common Stock, current holders of Amprius common stock would own 55.5% of the New Amprius Common Stock, other than with respect to Public Shares owned by the Sponsor, the Public Shareholders (as defined in “ Frequently Used Terms |
Sincerely, | ||
Justin Mirro | ||
, 2022 | Chairman and Chief Executive Officer |
1. | Proposal No. 1—The Business Combination Proposal—to approve by ordinary resolution and adopt the Business Combination Agreement, dated as of May 11, 2022 (as amended from time to time, the “Business Combination Agreement”), among Kensington, Kensington Capital Merger Sub Corp., a Delaware corporation (“Merger Sub”), and Amprius Technologies, Inc., a Delaware corporation (“Amprius”), a copy of which is attached to this proxy statement/prospectus as Annex A. The Business Combination Agreement provides for, among other things, the merger of Merger Sub with and into Amprius (the “Merger”) with Amprius surviving the Merger as a wholly owned subsidiary of Kensington (Kensington immediately following the Merger, “New Amprius”), in accordance with the terms and subject to the Conditions of the Business Combination Agreement as more fully described elsewhere in this proxy statement/prospectus. |
2. | Proposal No. 2—The Domestication Proposal—pursuant to the power contained in clause 6 of Kensington’s Memorandum of Association and in the manner required by Article 47 of Kensington’s Articles of Association, to approve by special resolution that Kensington be registered by way of continuation and domesticated as a corporation incorporated under the laws of the State of Delaware, pursuant to Section 206 and 207 of the Companies Act (as amended) of the Cayman Islands and the laws of the State of Delaware, including Section 388 of the General Corporation Law of the State of Delaware (the “Domestication” and, together with the Merger, the “Business Combination”). |
3. | Proposal No. 3—The Charter Proposal—to approve by special resolution that the Existing Governing Documents be amended and restated by the deletion in their entirety, and the substitution in their place of the Proposed Certificate of Incorporation, a form of which is attached to this proxy statement/prospectus as Annex B (the “Charter Proposal”),including, without limitation, the authorization of the change in authorized share capital as indicated therein and the change of name to “Amprius Technologies, Inc.” |
4. | Proposal No. 4—The Governance Proposals—to approve by special resolution the following proposals (the “Governance Proposals” and together with the Charter Proposal, the “Governing Documents Proposals”), for approval on a non-binding advisory basis, in accordance with the SEC guidance to give shareholders the opportunity to present their separate views on certain corporate governance provisions in the Proposed Governing Documents: |
a. | Proposal No. 4(A)—a proposal to authorize the New Amprius Board to issue any or all shares of New Amprius Preferred Stock in one or more classes or series, with such terms and conditions as may be expressly determined by the New Amprius Board and as may be permitted by the Delaware General Corporation Law. |
b. | Proposal No. 4(B)—a proposal to provide that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action |
arising under the Securities Act of 1933, as amended, unless New Amprius consents in writing to the selection of an alternative forum. |
c. | Proposal No. 4(C)—a proposal to remove provisions in Kensington’s Existing Governing Documents related to our status as a blank check company that will no longer apply upon the consummation of the Business Combination. |
d. | Proposal No. 4(D)—a proposal to approve provisions providing that the affirmative vote of at least two-thirds of the voting power of all the then-outstanding shares of capital stock entitled to vote generally in the election of directors will be required for stockholders to adopt, amend, or repeal certain provisions of the Proposed Governing Documents. |
5. | Proposal No. 5—The Equity Incentive Plan Proposal—to approve by ordinary resolution the Amprius Technologies, Inc. 2022 Equity Incentive Plan. |
6. | Proposal No. 6—The NYSE Proposal—to approve by ordinary resolution for purposes of complying with the applicable provisions of the NYSE, the issuance of New Amprius Common Stock to the Amprius stockholders pursuant to the Business Combination Agreement. |
7. | Proposal No. 7—The Employee Stock Purchase Plan Proposal—to approve by ordinary resolution the Amprius Technologies, Inc. 2022 Employee Stock Purchase Plan. |
8. | Proposal No. 8—The Adjournment Proposal—to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting. |
By Order of the Board of Directors, | ||||
Justin Mirro | ||||
, 2022 | Chairman and Chief Executive Officer |
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Q. | Why am I receiving this proxy statement/prospectus? |
A. | Kensington has entered into the Business Combination Agreement with Amprius and Merger Sub pursuant to which Merger Sub will be merged with and into Amprius, with Amprius surviving the Merger as a wholly owned subsidiary of Kensington. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. At the Closing, as a result of the Business Combination, each outstanding share of Amprius Common Stock will be cancelled and automatically converted into the right to receive a number of shares of New Amprius Common Stock, determined by reference to an “Exchange Ratio,” as calculated in accordance with the Business Combination Agreement. See the section entitled “ Proposal No. 1—The Business Combination Proposal |
Q. | What matters will shareholders consider at the extraordinary general meeting? |
A. | At the Kensington extraordinary general meeting of shareholders, Kensington will ask its shareholders to vote in favor of the following proposals (the “Kensington Proposals”): |
1. | Proposal No. 1—The Business Combination Proposal—to approve by ordinary resolution and adopt the Business Combination Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A. The Business Combination Agreement provides for, among other things, the Merger, with Amprius surviving the Merger as a wholly owned subsidiary of Kensington, in accordance with the terms and subject to the Conditions of the Business Combination Agreement as more fully described elsewhere in this proxy statement/prospectus. |
2. | Proposal No. 2—The Domestication Proposal—pursuant to the power contained in clause 6 of Kensington’s Memorandum of Association and in the manner required by Article 47 of Kensington’s Articles of Association, to approve by special resolution the Domestication. |
3. | Proposal No. 3—The Charter Proposal—to approve by special resolution the Existing Governing Documents being amended and restated by the deletion in their entirety, and the substitution in their place of the Proposed Certificate of Incorporation,the form of which is attached to this proxy statement/prospectus as Annex B, including, without limitation, the authorization of the change in authorized share capital as indicated therein, the filing with and acceptance by the Secretary of State of Delaware of the certificate of domestication in accordance with Section 388 of the DGCL and the change of name to “Amprius Technologies, Inc.” |
4. | Proposal No. 4—The Governance Proposals—to approve by special resolution the following proposals for approval on a non-binding advisory basis, in accordance with the SEC guidance to give shareholders the opportunity to present their separate views on certain corporate governance provisions in the Proposed Governing Documents: |
a. | Proposal No. 4(A)—a proposal to authorize the New Amprius Board to issue any or all shares of New Amprius Preferred Stock in one or more classes or series, with such terms and conditions as may be expressly determined by the New Amprius Board and as may be permitted by the DGCL; |
b. | Proposal No. 4(B)—a proposal to provide that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, unless New Amprius consents in writing to the selection of an alternative forum; |
c. | Proposal No. 4(C)—a proposal to remove provisions in Kensington’s Existing Governing Documents related to our status as a blank check company that will no longer apply upon the consummation of the Business Combination; and |
d. | Proposal No. 4(D)—a proposal to approve provisions providing that the affirmative vote of at least two-thirds of the voting power of all the then-outstanding shares of capital stock entitled to vote generally in the election of directors will be required for stockholders to adopt, amend, or repeal certain provisions of the Proposed Governing Documents. |
5. | Proposal No. 5—The Equity Incentive Plan Proposal—to approve by ordinary resolution the Amprius Technologies, Inc. 2022 Equity Incentive Plan. |
6. | Proposal No. 6—The NYSE Proposal—to approve by ordinary resolution for purposes of complying with the applicable provisions of the NYSE, the issuance of New Amprius Common Stock to the Amprius stockholders pursuant to the Business Combination Agreement. |
7. | Proposal No. 7—The Employee Stock Purchase Plan Proposal—to approve by ordinary resolution the Amprius Technologies, Inc. 2022 Employee Stock Purchase Plan. |
8. | Proposal No. 8—The Adjournment Proposal—to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting. |
Q. | Are any of the proposals conditioned on one another? |
A. | The Domestication Proposal, Business Combination Proposal, Charter Proposal, Equity Incentive Plan Proposal, NYSE Proposal and Employee Stock Purchase Plan Proposal (the “Condition Precedent Proposals”) are all conditioned on the approval of each of the other Condition Precedent Proposals. The Governance Proposals and Adjournment Proposal are not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that in the event the Business Combination Proposal is not approved, Kensington will not consummate the Business Combination. |
Q. | What will happen upon the Closing? |
A. | On the Closing Date, Merger Sub will merge into Amprius, whereupon Merger Sub will cease to exist and Amprius will continue as the Surviving Corporation. In addition, Kensington will change its name from |
“Kensington Capital Acquisition Corp. IV” to “Amprius Technologies, Inc.” and Amprius will change its name to “Amprius Technologies Operating, Inc.” upon the Closing. The Merger will have the effects specified under Delaware law. As consideration for the Business Combination, each outstanding share of Amprius Common Stock that is outstanding immediately prior to the date and time of the filing of the certificate of merger with the Secretary of State of the State of Delaware or such later time as may be agreed by the parties and specified in such certificate of merger (the “Effective Time”) will be cancelled and automatically converted into the right to receive a number of shares of New Amprius Common Stock, and each Amprius Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, will be converted into an option to purchase a number of shares of New Amprius Common Stock with the same vesting provisions as may be in effect at such time (such option, an “Exchanged Option”), determined in each case by reference to the “Exchange Ratio.” In addition, automatically upon the Domestication, the component parts of the Kensington Original Units and the Kensington New Units will convert to New Amprius securities, with the Kensington Class A Ordinary Shares becoming shares of New Amprius Common Stock and the Kensington Class 1 Warrants and the Kensington Class 2 Warrants both becoming New Amprius Public Warrants. Each Kensington Class A Ordinary Share and Kensington Class B Ordinary Share outstanding will be converted into a share of New Amprius Common Stock on a one-for-one basis. Each Kensington Warrant that is outstanding at the time of the Domestication and exercisable for one Kensington Class A Ordinary Share will be converted into a warrant exercisable for one share of New Amprius Common Stock pursuant to the Kensington Warrant Agreement. |
Q. | What will holders of Amprius Options receive in connection with the Business Combination? |
A. | At the Effective Time, each Amprius Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, will be converted into an Exchanged Option to purchase a number of shares of New Amprius Common Stock with the same vesting provisions as may be in effect at such time equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Amprius Common Stock subject to the Amprius Option immediately prior to the Effective Time 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 Amprius Option immediately prior to the Effective Time divided by (B) the Exchange Ratio. |
Q. | Why is Kensington proposing the Business Combination Proposal? |
A. | Kensington was organized for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Kensington is not limited to any particular industry or sector, but intended to focus in the global automotive and automotive-related sector. |
Q. | Who is Amprius? |
A. | Amprius has developed and, since 2018, been in commercial production of an ultra-high energy density lithium-ion battery for mobility applications leveraging a disruptive silicon nanowire anode. Amprius’ silicon nanowire anode technology enables batteries with higher energy density, higher power density, and extreme fast charging capabilities over a wide range of operating temperatures, which results in its batteries providing superior performance compared to conventional graphitelithium-ion batteries. Today, Amprius’ batteries are primarily used for existing and emerging aviation applications. |
Q. | What equity stake will current Kensington shareholders, PIPE Investors and Amprius stockholders have in New Amprius after the Closing? |
A. | It is anticipated that, upon the Closing, based on the assumptions described in “ Frequently Used Terms |
Share Ownership of New Amprius at Various Redemption Levels (1) | Share Ownership of New Amprius at Various Redemption Levels (1) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
No Redemptions | 25% of Maximum Redemption | 50% of Maximum Redemption | 75% of Maximum Redemption | Maximum Redemption | No Redemptions | 25% of Maximum Redemption | 50% of Maximum Redemption | 75% of Maximum Redemption | Maximum Redemption | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares | % | Shares | % | Shares | % | Shares | % | Shares | % | Shares | % | Shares | % | Shares | % | Shares | % | Shares | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Kensington’s Public Shareholders | 19,732,500 | 17.5 | % | 18,982,500 | 16.9 | % | 18,232,500 | 16.4 | % | 17,482,500 | 15.8 | % | 16,732,500 | 15.2 | % | 19,732,500 | 17.5 | % | 18,982,500 | 16.9 | % | 18,232,500 | 16.4 | % | 17,482,500 | 15.8 | % | 16,732,500 | 15.2 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
Kensington Initial Shareholders ( 2) | 13,124,642 | 11.6 | % | 13,124,642 | 11.7 | % | 13,124,642 | 11.8 | % | 13,124,642 | 11.9 | % | 13,124,642 | 12.0 | % | 13,124,642 | 11.6 | % | 13,124,642 | 11.7 | % | 13,124,642 | 11.8 | % | 13,124,642 | 11.9 | % | 13,124,642 | 12.0 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
Amprius stockholders (3) | 79,999,998 | 70.9 | % | 79,999,998 | 71.4 | % | 79,999,998 | 71.8 | % | 79,999,998 | 72.3 | % | 79,999,998 | 72.8 | % | 79,999,998 | 70.9 | % | 79,999,998 | 71.4 | % | 79,999,998 | 71.8 | % | 79,999,998 | 72.3 | % | 79,999,998 | 72.8 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
PIPE Investors (4) | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total | 112,857,140 | 100.0 | % | 112,107,140 | 100.0 | % | 111,357,140 | 100.0 | % | 110,607,140 | 100.0 | % | 109,857,140 | 100.0 | % | 112,857,140 | 100.0 | % | 112,107,140 | 100.0 | % | 111,357,140 | 100.0 | % | 110,607,140 | 100.0 | % | 109,857,140 | 100.0 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
(1) | Does not include 23,000,000 Kensington Class 1 Warrants, 23,000,000 Kensington Class 2 Warrants, 16,000,000 Private Warrants or 400,000 warrants to be issued in respect of the Working Capital Loans. Assuming no redemptions, the Public Warrants represent 26.2%, and the Private Warrants (including the warrants to be issued in respect of the Working Capital Loans) represent 9.4%, of the total 175,257,140 shares of New Amprius Common Stock outstanding on a fully-diluted basis. Assuming the Maximum Redemption, the Public Warrants represent 25.4%, and the Private Warrants (including the warrants to be issued in respect of the Working Capital Loans) represent 9.7% of the total 169,257,140 shares of New Amprius Common Stock outstanding on a fully-diluted basis. |
(2) | Includes 3,267,500 Public Shares included in the Kensington Original Units purchased by the Sponsor in the IPO. |
(3) | Amprius stockholders are expected to receive options to purchase an aggregate of 14,118,038 shares in respect of the Amprius Options, certain of which are subject to future exercise, service conditions, or a combination thereof. |
(4) | Kensington has currently not received any commitments from any PIPE Investors. In the event the PIPE Investors purchase the currently expected maximum amount of 20 million PIPE Units, upon consummation of the Business Combination, they would own 16.8% of the New Amprius Common Stock, current holders of Amprius Common Stock would own 55.5% of the New Amprius Common Stock, other than with respect to Public Shares owned by the Sponsor, the Public Shareholders would own 16.6% of the New Amprius Common Stock and the holder of the Sponsor Shares would own 11.1% of the New Amprius Common Stock. |
Q. | Is an Equity Financing contemplated in connection with the Business Combination? |
A. | Kensington is soliciting the PIPE Investors to enter into subscription agreements (“PIPE Subscription Agreements”) pursuant to which such PIPE Investors would purchase in a private placement up to 20 million PIPE Units at a price of $10.00 per PIPE Unit. Each PIPE Unit is expected to consist of (i) one share of New Amprius Common Stock, and (ii) one PIPE Warrant, entitling the holders to purchase one |
share of New Amprius Common Stock. The PIPE Warrants would be substantially identical to the New Amprius Public Warrants, except that the exercise price of each PIPE Warrant would be $12.50 per share (instead of $11.50 per share, which is the exercise price for the New Amprius Public Warrants) and the average sales price of New Amprius Common Stock would need to exceed $20.00 per share (instead of $18.00 per share for the New Amprius Public Warrants) in order for New Amprius to be able to redeem the PIPE Warrants. The PIPE Warrants will also not be listed on any securities exchange. To the extent New Amprius receives any amounts pursuant to the PIPE Subscription Agreements, any such amounts will correspondingly offset redemptions of Kensington Class A Ordinary Shares in connection with the Business Combination and such amounts may be used by Kensington to satisfy such portion of the Minimum Cash Condition (defined below). The PIPE Investors are expected to receive certain registration rights with respect to the shares of New Amprius Common Stock and the shares of New Amprius Common Stock underlying the PIPE Warrants. |
Q. | What is the value of the Sponsor’s equity stake to be received in connection with the Business Combination and related financing transactions? |
A. | The following table sets forth the amount of consideration received or to be received by (1) the Sponsor and its affiliates, (2) the holders of Public Shares, (3) the holders of Public Warrants, and (4) the holders of Amprius common stock in connection with the Business Combination and any related financing transaction, in each case, assuming no exercise of the options that relate to the Amprius Options: |
Name | Consideration | Voting Power (no redemptions) | Voting Power (maximum redemptions) | Value | ||||||||
Kensington Capital Sponsor IV LLC | 9,857,142 Sponsor Shares | 10.0 | % | 10.3 | % | $ (1)(2) | ||||||
Kensington Capital Sponsor IV LLC | 16,000,000 Private Warrants | — | — | $ (2)(3) | ||||||||
Kensington Capital Sponsor IV LLC | 3,267,500 Kensington Original Units | 3.3 | % | 3.4 | % | $ (2)(4) | ||||||
Justin Mirro | $100,000 of Working Capital Loans | — | — | $ (5) | ||||||||
Daniel Huber | $100,000 of Working Capital Loans | — | — | $ (5) | ||||||||
DEHC LLC | Amounts due under agreement | — | — | $ (6) | ||||||||
Public Shareholders | 19,732,500 shares of New Amprius Common Stock (7) | 20.0 | % | 17.5 | % (8) | $ (9) | ||||||
Public Warrant holders | 39,465,000 Public Warrants (10) | — | — | $ (10) | ||||||||
Holders of Amprius common stock | 65,881,960 shares of New Amprius Common Stock | 66.7 | % | 68.8 | % | $ (9) | ||||||
PIPE Investors | no shares of New Amprius Common Stock or PIPE Warrants (11) | — | — | $ (9) |
(1) | The value of the Sponsor Shares is based on the difference between the closing price of the Kensington New Units (each Kensington New Unit consisting of one Kensington Class A Ordinary Share and one Kensington Class 2 Warrant) minus the closing price of the Public Warrants on the NYSE on , 2022. |
(2) | Justin Mirro, Kensington’s Chief Executive Officer and Chairman, is the managing member of the managing member of the Sponsor. Consequently, he may be deemed the beneficial owner of the Sponsor Shares and to have voting and dispositive control over such securities. Mr. Mirro disclaims beneficial ownership of any securities other than to the extent he may have a pecuniary interest therein, either directly or indirectly. Each of Kensington’s other officers and directors are non-managing members of the Sponsor and has an indirect pecuniary interest in Kensington Class A Ordinary Shares and Kensington Class B Ordinary Shares through his or her interests in the Sponsor. |
(3) | The value of the Private Warrants is based on the closing price of the Public Warrants on the NYSE on , 2022. |
(4) | The value of the Kensington Original Units is based on the closing price of the Kensington Original Units on , 2022. |
(5) | These Working Capital Loans convert into 200,000 warrants with the same terms as the Private Warrants. The value of these warrants is based on the closing price of the Public Warrants on the NYSE on , 2022. |
(6) | DEHC LLC (“DEHC”) is an affiliate of Daniel Huber, Kensington’s Chief Financial Officer. Upon the Closing, any portion of an aggregate of $360,000 that has not yet been paid to DEHC under its agreement with Kensington will be due and payable. The amount in the table represents the amount that had not been paid to DEHC at , 2022. |
(7) | Does not include the 3,267,500 Public Shares included in the Kensington Original Units purchased by the Sponsor in the IPO, which are set forth above. |
(8) | The number of Public Shares held by the Public Shareholders assuming maximum redemptions is 16,732,500. |
(9) | The value of the New Amprius Common Stock is based on the difference between the closing price of the Kensington New Units (each Kensington New Unit consisting of one Kensington Class A Ordinary Share and one Kensington Class 2 Warrant) minus the closing price of the Public Warrants on the NYSE on , 2022. |
(10) | Excludes 6,535,000 Public Warrants included in the Kensington Original Units purchased by the Sponsor in the IPO. The value of the Public Warrants is based on the closing price of the Public Warrants on the NYSE on , 2022. |
(11) | Kensington has currently not received any commitments from any PIPE Investors. In the event the PIPE Investors purchase the currently expected maximum amount of 20 million PIPE Units, upon consummation of the Business Combination, they would own 16.8% of the New Amprius Common Stock, current holders of Amprius common stock would own 55.5% of the New Amprius Common Stock, other than with respect to Public Shares owned by the Sponsor, the Public Shareholders would own 16.6% of the New Amprius Common Stock and the holder of the Sponsor Shares would own 11.1% of the New Amprius Common Stock. |
Q. | Who will be the officers and directors of Kensington if the Business Combination is consummated? |
A. | The Business Combination Agreement provides that, immediately following the Closing, the New Amprius Board shall consist of Donald R. Dixon as Chair, one member to be selected by Kensington, who will be Justin Mirro, and additional members to be selected by Amprius, who are expected to be Dr. Kang Sun, Dr. Steven Chu, Dr. Wen Hsieh and . |
Q. | What conditions must be satisfied to complete the Business Combination? |
A. | There are a number of closing conditions in the Business Combination Agreement, including that Kensington’s shareholders have approved and adopted the Business Combination Agreement and that the Kensington Cash Amount (as defined below) is at least $200 million. For a summary of the conditions that must be satisfied or waived prior to the Closing, see the section entitled “ The Business Combination Agreement—Conditions to Closing |
Q. | How do the Public Warrants differ from the Private Warrants and what are the related risks to any holders of Public Warrants following the Business Combination? |
A. | The Private Warrants (including the New Amprius Common Stock issuable upon exercise of such warrants) will not be transferable or saleable until 30 days after the completion of the Business Combination (except that, among other limited exceptions made to our officers and directors and other persons or entities affiliated with or related to the Sponsor, each of which will be subject to the same transfer restrictions). The holders of the Private Warrants have the option to exercise the Private Warrants on a cashless basis and the Sponsor and its permitted transferees will also have certain registration rights related to the Private Warrants (including the shares of New Amprius Common Stock issuable upon exercise of the Private Warrants), as described in the section entitled “ Description of Securities After the Business Combination—Warrants—Private Warrants ”. In addition, none of the Private Warrants will be redeemable by us. Otherwise, the Private Warrants have terms and provisions that are identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period. |
Q. | What happens if I sell my Kensington Ordinary Shares before the extraordinary general meeting of shareholders? |
A. | The record date for the extraordinary general meeting of shareholders is earlier than the expected Closing Date. If you transfer your Kensington Ordinary Shares after the record date, but before the extraordinary general meeting of shareholders, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the extraordinary general meeting of shareholders. However, you will not be entitled to receive any shares of New Amprius Common Stock following the Closing because only Kensington’s shareholders and Amprius’ stockholders on the date of the Closing will be entitled to receive shares of New Amprius Common Stock in connection with the Closing. |
Q. | What vote is required to approve the proposals presented at the extraordinary general meeting of shareholders? |
A. | The following votes are required for each proposal at the extraordinary general meeting: |
Q. | What are the material differences, if any, in the terms and price of securities issued at the time of the IPO as compared to the securities that will be issued as part of the PIPE at the Closing? Will Sponsor or any of its directors, officers or affiliates participate in the PIPE? |
A. | Kensington issued the Kensington Original Units in the IPO at an offering price of $10.00 per Kensington Original Unit, with each Kensington Original Unit consisting of one Kensington Class A Ordinary Share, one Kensington Class 1 Warrant and one Kensington Class 2 Warrant. In connection with the Closing, the PIPE Investors will purchase PIPE Units at $10.00 per share as part of the PIPE, consisting of one share of New Amprius Common Stock and one PIPE Warrant. The exercise price of each PIPE Warrant would be $12.50 per share (instead of $11.50 per share, which is the exercise price for the New Amprius Public Warrants) and the average sales price of New Amprius Common Stock would need to exceed $20.00 per share (instead of $18.00 per share for the New Amprius Public Warrants) in order for New Amprius to be able to redeem the PIPE Warrants. The PIPE Warrants, unlike the New Amprius Public Warrants, will not be listed on any securities exchange. The PIPE Investors are expected to receive certain registration rights with respect to the shares of New Amprius Common Stock and the shares of New Amprius Common Stock underlying the PIPE Warrants. Neither the Sponsor nor Kensington’s officers, directors or affiliates have any intention to participate in the PIPE at this time. |
Q. | Have any Amprius stockholders entered into agreements with Kensington to vote in favor of the Business Combination? |
A. | Yes. Concurrently with the execution of the Business Combination Agreement, Kensington and Amprius, Inc. entered into the Stockholder Support Agreement pursuant to which, among other things, Amprius, Inc. agreed to vote all of its shares of Amprius Common Stock in favor of the approval and adoption of the Proposed Transactions within 24 hours after Amprius requests it to do so, provided that Amprius may not make such request until the Registration Statement on Form S-4 is declared effective by the SEC. Additionally, Amprius, Inc. has agreed not to (a) transfer any of its shares of Amprius Common Stock (or enter into any arrangement with respect thereto) or (b) enter into any voting arrangement that is inconsistent with the Stockholder Support Agreement. The Stockholder Support Agreement terminates on the occurrence of certain events, including the termination of the Business Combination Agreement in accordance with its terms or certain amendments or modifications to the terms of the Business Combination Agreement. Amprius, Inc. has a sufficient number of votes to approve the Business Combination and other transactions that require the approval of Amprius’ stockholders. |
Q. | If the Business Combination Agreement is terminated, will Amprius be required to pay a termination fee to Kensington? |
Q. | May Kensington or Kensington’s directors, officers or advisors, or their affiliates, purchase shares in connection with the Business Combination? |
A. | In connection with the shareholder vote to approve the proposed Business Combination, the Sponsor and Kensington’s directors, officers, advisors or their affiliates may privately negotiate transactions to purchase shares or warrants or a combination thereof prior to the Closing from shareholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per share pro rata portion of the Trust Account without the prior written consent of Amprius. None of the Sponsor, directors, officers or advisors, or their respective affiliates, will make any such purchases when they are in possession of any material non-public information not disclosed to the seller of such shares. Such a purchase would include a contractual acknowledgement that such shareholder, |
although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise his, her or its redemption rights. In the event that the Sponsor, directors, officers or advisors, or their affiliates, purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke |
their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per share pro rata portion of the Trust Account. The purpose of these purchases would be to increase the amount of cash available to Kensington for use in the Business Combination. |
Q. | How many votes do I have at the extraordinary general meeting of shareholders? |
A. | Kensington’s shareholders are entitled to one vote at the extraordinary general meeting for each Kensington Ordinary Share held of record as of the record date. As of the close of business on the record date, there were outstanding Kensington Ordinary Shares. |
Q. | What interests do Kensington’s current officers and directors have in the Business Combination? |
A. | Kensington’s executive officers and directors may have interests in the Business Combination that are different from, in addition to or in conflict with, yours. These interests include, among other things: |
Q. | Why is Kensington proposing the Domestication? |
A: | The Kensington Board believes that there are significant advantages to Kensington that will arise as a result of a change of Kensington’s domicile to Delaware. Further, the Kensington Board believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. The Kensington Board believes that there are several reasons why a reincorporation in Delaware is in the best interests of Kensington and its shareholders, including, (i) the prominence, predictability and flexibility of the DGCL, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors. Each of the foregoing are discussed in greater detail in the section entitled “ Proposal No. 2—The Domestication Proposal—Reasons for the Domestication |
Q: | How will the Domestication affect my ordinary shares, warrants and units? |
A: | As a result of and upon the effective time of the Domestication, the component parts of the Kensington Original Units and the Kensington New Units will convert to New Amprius securities, with the Kensington Class A Ordinary Shares becoming shares of New Amprius Common Stock and the Kensington Class 1 Warrants and the Kensington Class 2 Warrants both becoming New Amprius Public Warrants. Each Kensington Class A Ordinary Share and each Kensington Class B Ordinary Share, will be converted into one share of New Amprius Common Stock and each Kensington Warrant that is outstanding at the time of the Domestication and exercisable for one Kensington Class A Ordinary Share will be converted into a warrant exercisable for one share of New Amprius Common Stock pursuant to the Kensington Warrant Agreement. Additionally, the governing documents of New Amprius will be the Proposed Certificate of Incorporation and the Proposed Bylaws. See the section entitled “ Proposal No. 2—The Domestication Proposal |
Q: | What are the U.S. federal income tax consequences of the Domestication? |
A: | As discussed more fully under “ |
Q. | Did the Kensington Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination? |
A. | The Kensington Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. The Kensington Board believes that, based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its shareholder. The Kensington Board also determined, without seeking a valuation from a financial advisor, that Amprius’ fair market value was at least 80% of Kensington’s net assets. Accordingly, investors will be relying on the judgment of the Kensington Board as described above in valuing Amprius’ business and assuming the risk that the Kensington Board may not have properly valued such business. |
Q. | What factors did the Kensington Board consider in determining whether or not to proceed with the Business Combination? |
A. | The Kensington Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Business Combination Agreement and the transactions contemplated thereby, including, but not limited to, the following: |
group considering that pro forma enterprise value is lower than that of five peers as of April 2022 (the “Comparable Companies”), even though Amprius is the only one among them that has a commercially available next-generation battery that is sold in the market today; |
Q. | What happens if the Business Combination Proposal is not approved? |
A. | If the Business Combination Proposal is not approved, Kensington will look for other opportunities to consummate an initial business combination by March 4, 2024 pursuant to its Existing Governing |
Documents, as then in effect. If Kensington does not consummate an initial business combination by such date, Kensington will either amend its Existing Governing Documents to extend the date by which Kensington must consummate an initial business combination, or Kensington will be required to dissolve and liquidate the Trust Account. |
Q. | Do I have redemption rights? |
A. | If you are a holder of Public Shares, you may redeem your Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the Closing, including interest earned on the funds held in the Trust Account and not previously released to Kensington to pay Kensington’s taxes, net of taxes payable, upon the Closing. However, as discussed below under “ What happens to my Kensington Class 2 Warrants if I exercise my redemption right s? |
Q. | What happens to my Kensington Class 2 Warrants if I exercise my redemption rights? |
A. | Prior to the Closing, the Public Shares will not separately trade. Instead, they will only trade as part of the Kensington Original Units, each of which consists of one Kensington Class A Ordinary Share, one Kensington Class 1 Warrant and one Kensington Class 2 Warrant, or as part of the Kensington New Units, each of which consists of one Kensington Class A Ordinary Share and one Kensington Class 2 Warrant. If you elect to redeem any Public Shares, any Kensington Class 2 Warrants that are attached (as part of the Kensington New Units) to Public Shares that are redeemed will expire upon such redemption. Further, you may not submit any Kensington Original Units for redemption. In order to exercise your redemption rights with respect to your Public Shares, you must separate the Kensington Original Units and receive, for each |
Kensington Original Unit, one Kensington Class 1 Warrant and one Kensington New Unit. It is Kensington’s understanding that this separation generally takes at least two business days to complete. As such, to the extent you desire to execute your redemption right, it is important that this separation occurs a sufficient amount of time in advance of the redemption deadline to ensure you are able to timely submit the Kensington New Unit for redemption of your Public Share in order to redeem your Public Share. Once you hold Kensington New Units, you are able to exercise the redemption right with respect to the underlying Public Share by timely submitting that Kensington New Unit for redemption of your Public Share. In connection with such redemption, the Kensington Class 2 Warrant in such Kensington New Unit will expire. |
Q. | Is there a limit on the number of shares I may redeem? |
A. | A Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act) will be restricted from redeeming his or her shares with respect to more than an aggregate of 15% of the Public Shares without Kensington’s prior consent. Accordingly, all shares in excess of 15% of the Public Shares owned by a holder will not be redeemed. On the other hand, a Public Shareholder who holds 15% or less of the Public Shares may redeem all of the Public Shares held by him or her for cash. |
Q. | Will how I vote affect my ability to exercise redemption rights? |
A. | No. You may exercise your redemption rights whether you vote your Public Shares for or against the Business Combination Proposal or do not vote your shares. As a result, the Business Combination Proposal can be approved by shareholders who will redeem their Public Shares and no longer remain shareholders, leaving shareholders who choose not to redeem their Public Shares holding shares in a company with a less liquid trading market, fewer shareholders, less cash and the potential inability to meet the listing standards of the NYSE. |
Q. | How do I exercise my redemption rights? |
A. | In order to exercise your redemption rights with respect to your Public Shares, you must, prior to 4:30 p.m. Eastern time on , 2022 (two business days before the extraordinary general meeting), (i) submit a written request to Kensington’s transfer agent that Kensington redeem your Public Shares for cash, which written request must identify yourself as a beneficial holder and provide your legal name, phone number and address, and (ii) deliver your Kensington New Units to Kensington’s transfer agent physically or electronically through The Depository Trust Company’s (“DTC”) Deposit/Withdrawal At Custodian (“DWAC”) System. In connection with such redemption, the Kensington Class 2 Warrant included in such Kensington New Unit will expire. The address of Continental Stock Transfer & Trust Company, Kensington’s transfer agent, is listed under the question “ Who can help answer my questions? |
Q. | What are the U.S. federal income tax consequences of exercising my redemption rights? |
A. | Upon the redemption of a Public Share, the Kensington Class 2 Warrant attached to such Public Share will expire. If the Kensington Class 2 Warrants are treated as outstanding for U.S. federal income tax purposes from the time of the issuance of the Kensington Units (see “ Allocation of Purchase Price and Characterization of a Kensington Unit and Kensington New Unit |
Kensington Class 2 Warrants generally will be treated as a taxable disposition to the U.S. Holder. If the Kensington Class 2 Warrants are not treated as outstanding for U.S. federal income tax purposes prior to the consummation of the Business Combination (see “ Potential Deemed Distribution of Kensington Class 2 Warrant in Connection with the Business Combination |
Q. | If I hold Kensington Warrants, can I exercise redemption rights with respect to my warrants? |
A. | No. There are no redemption rights with respect to the Kensington Warrants. |
Q. | Do I have appraisal rights if I object to the proposed Business Combination? |
A. | Neither holders of Kensington Ordinary Shares nor holders of Kensington Warrants have appraisal rights in connection with the Business Combination or the Domestication under the Companies Act or under the DGCL. |
Q. | What happens to the funds held in the Trust Account upon Closing? |
A. | If the Business Combination is consummated, the funds held in the Trust Account will be released to pay (i) Kensington shareholders who properly exercise their redemption rights and (ii) expenses incurred by Amprius and Kensington in connection with the Proposed Transactions, to the extent not otherwise paid prior to the Closing. Any additional funds available for release from the Trust Account will be used for general corporate purposes of New Amprius following the Business Combination. |
Q. | Are there any fees payable to the underwriters in the IPO in connection with the Business Combination? |
Underwriting Fees at Various Redemption Levels | ||||||||||||||||||||
No Redemptions | 25% of Maximum Redemptions | 50% of Maximum Redemptions | 75% of Maximum Redemptions | Maximum Redemptions | ||||||||||||||||
Underwriting Fee | $ | 8,050,000.00 | $ | 7,300,000.00 | $ | 6,550,000.00 | $ | 5,800,000.00 | $ | 5,050,000.00 |
Q. | What happens if a substantial number of the Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights? |
A. | Our Public Shareholders are not required to vote in favor of the Business Combination Proposal in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are reduced as a result of redemptions by Public Shareholders. |
Q. | What happens if the Business Combination is not consummated? |
A. | Kensington will not complete the Domestication to Delaware unless all other conditions to the consummation of the Business Combination have been satisfied or waived by the parties in accordance with the terms of the Business Combination Agreement. There are certain circumstances under which the Business Combination Agreement may be terminated. If, as a result of the termination of the Business Combination Agreement or otherwise, the Business Combination is not consummated, Kensington will look for other opportunities to consummate an initial business combination by March 4, 2024 pursuant to its Existing Governing Documents, as then in effect. If Kensington does not consummate an initial business combination by then, Kensington will either amend its Existing Governing Documents to extend the date by which Kensington must consummate an initial business combination, or Kensington will be required to dissolve and liquidate the Trust Account. See the section entitled “ The Business Combination Agreement—Termination |
Q. | When is the Business Combination expected to be consummated? |
A. | It is currently anticipated that the Business Combination will be consummated promptly following the extraordinary general meeting of shareholders, provided that all other conditions to the Closing have been satisfied or waived. |
Q. | What do I need to do now? |
A. | You are urged to carefully read and consider the information contained in this proxy statement/prospectus, including the financial statements and annexes attached hereto, and to consider how the Business Combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee. |
Q. | How do I vote? |
A. | If you were a holder of record of Kensington Ordinary Shares on , 2022, the record date for the extraordinary general meeting of shareholders, you may vote with respect to the applicable proposals in any of the following ways, if available: |
Q. | What will happen if I abstain from voting or fail to vote at the extraordinary general meeting? |
A. | At the extraordinary general meeting of shareholders, Kensington will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention or failure to vote, while considered present for the purposes of establishing a quorum, will not count as votes cast for or against each of the Business Combination Proposal, the Domestication Proposal, the Governing Documents Proposals, the Equity Incentive Plan Proposal, the NYSE Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal. |
Q. | What will happen if I sign and return my proxy card without indicating how I wish to vote? |
A. | Signed and dated proxies received by Kensington without an indication of how the shareholder intends to vote on a proposal will be voted in favor of each proposal presented to the shareholders. |
Q. | Do I need to attend the extraordinary general meeting of shareholders to vote my shares? |
A. | No. You are invited to attend the extraordinary general meeting to vote on the proposals described in this proxy statement/prospectus. However, you do not need to attend the extraordinary general meeting of |
shareholders to vote your shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card(s) in the pre-addressed postage-paid envelope or vote by internet or phone as described above. Your vote is important. Kensington encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus. |
Q. | If I am not going to attend the extraordinary general meeting of shareholders in person, should I return my proxy card instead? |
A. | Yes. After carefully reading and considering the information contained in this proxy statement/prospectus, please submit your proxy, as applicable, by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. |
Q. | If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me? |
A. | No. If your broker holds your shares in its name and you do not give the broker voting instructions, under the applicable stock exchange rules, your broker may not vote your shares on any of the Kensington |
Proposals. If you do not give your broker voting instructions and the broker does not vote your shares, this is referred to as a “broker non-vote.” Brokernon-votes will be counted for purposes of determining the presence of a quorum at the extraordinary general meeting of shareholders. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. In addition, in no event will a brokernon-vote have the effect of exercising your redemption rights for apro rata non-vote occurs will be redeemed in connection with the proposed Business Combination. |
Q. | May I change my vote after I have mailed my signed proxy card? |
A. | Yes. You may change your vote by sending a later-dated, signed proxy card to Kensington’s secretary at the address listed below prior to the vote at the extraordinary general meeting of shareholders, or attending the extraordinary general meeting and voting in person. You also may revoke your proxy by sending a notice of revocation to Kensington’s secretary, provided such revocation is received prior to the vote at the extraordinary general meeting. If your shares are held in street name by a broker or other nominee, you must contact the broker or nominee to change your vote. |
Q. | What should I do if I receive more than one set of voting materials? |
A. | You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares. |
Q. | What is the quorum requirement for the extraordinary general meeting of shareholders? |
A. | A quorum will be present at the extraordinary general meeting of shareholders if the holders of a majority of the Kensington Ordinary Shares outstanding and entitled to vote at the meeting are represented in person or by proxy. In the absence of a quorum, a majority of Kensington’s shareholders, present in person or represented by proxy, and voting thereon will have the power to adjourn the extraordinary general meeting. |
Q. | What happens to the Kensington Warrants I hold if I vote my Kensington Class A Ordinary Shares against approval of the Business Combination Proposal and validly exercise my redemption rights? |
A. | A holder voting his, her or its Kensington Class A Ordinary Shares against the Business Combination Proposal and/or exercising his, her or its redemption rights will not affect any Kensington Warrants held by such holder, which will remain outstanding following the Closing (except that any Kensington Class 2 Warrants attached to shares that are redeemed in connection with the Business Combination will expire upon redemption of such shares). |
Q. | Who will solicit and pay the cost of soliciting proxies? |
A. | Kensington will pay the cost of soliciting proxies for the extraordinary general meeting. Kensington has engaged D.F. King & Co., Inc. (“D.F. King”) to assist in the solicitation of proxies for the extraordinary general meeting. Kensington has agreed to pay D.F. King a fee of $20,000. Kensington will reimburse D.F. King for reasonable out-of-pocket |
custodians, nominees and fiduciaries representing beneficial owners of Kensington Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of Kensington Ordinary Shares and in obtaining voting instructions from those owners. Kensington’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the internet or in person. They will not be paid any additional amounts for soliciting proxies. |
Q. | Who can help answer my questions? |
A. | If you have questions about the shareholder proposals, or if you need additional copies of this proxy statement/prospectus or the proxy card, you should contact our proxy solicitor at: |
(i) | 80,000,000; |
(ii) | Amprius’ “Fully-Diluted Company Shares” (with such “Fully Diluted Company Shares” being as of , 2022). |
right to terminate the Business Combination Agreement will expire at the time at which the PCAOB Financials are delivered to Kensington. |
vote generally in the election of directors will be required for stockholders to adopt, amend, or repeal certain provisions of the Proposed Governing Documents. |
Name | Consideration | Value | ||||
Kensington Capital Sponsor IV LLC | 9,857,142 Sponsor Shares | $ | (1)(2) | |||
Kensington Capital Sponsor IV LLC | 16,000,000 Private Warrants | $ | (2)(3) | |||
Kensington Capital Sponsor IV LLC | 3,267,500 Kensington Original Units | $ | (2)(4) | |||
Justin Mirro | $100,000 of Working Capital Loans | $ | (5) | |||
Daniel Huber | $100,000 of Working Capital Loans | $ | (5) | |||
DEHC LLC | Amounts due under agreement | $ | (6) |
(1) | The value of the Sponsor Shares |
Share and one Kensington Class 2 Warrant) minus the closing price of the Public Warrants on the NYSE on |
(2) | Justin Mirro, Kensington’s Chief Executive Officer and Chairman, is the managing member of the managing member of the Sponsor. Consequently, he may be deemed the beneficial owner of the Sponsor Shares and to have voting and dispositive control over such securities. Mr. Mirro disclaims beneficial ownership of any securities other than to the extent he may have a pecuniary interest therein, either directly or indirectly. Each of Kensington’s other officers and directors are non-managing members of the Sponsor and has an indirect pecuniary interest in Kensington Class A Ordinary Shares and Kensington Class B Ordinary Shares through his or her interests in the Sponsor. |
(3) | The value of the Private Warrants |
(4) | The value of the Kensington Original Units |
(5) | These Working Capital Loans convert into 200,000 warrants with the same terms as the Private Warrants. The value of these warrants |
(6) | DEHC is an affiliate of Daniel Huber, Kensington’s Chief Financial Officer. Upon the Closing, any portion of an aggregate of $360,000 that has not yet been paid to DEHC under its agreement with Kensington will be due and payable. The amount in the table represents the amount that had not been paid to DEHC at , 2022. |
reduced level of trading activity in the secondary trading market for shares of New Amprius Common Stock; |
Shareholder, generally will recognize gain (but not loss) in respect of the Domestication as if such U.S. Holder exchanged its Kensington Class A Ordinary Shares for shares of New Amprius Common Stock in a taxable transaction, unless such U.S. Holder elects in accordance with applicable Treasury Regulations to include in income as a deemed dividend the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367 of the Code) attributable to the Kensington Class A Ordinary Shares held directly by such U.S. Holder. A U.S. Shareholder will generally be required to include in income as a deemed dividend the “all earnings and profits amount” (as defined in the Treasury Regulations) attributable to the Kensington Class A Ordinary Shares held by such U.S. Shareholder. |
Assuming No Redemptions | Assuming Maximum Redemptions | |||||||||||||||
Shares | % | Shares | % | |||||||||||||
Kensington’s public shareholders (1) | 19,732,500 | 20.0 | % | 16,732,500 | 17.5 | % | ||||||||||
Kensington’s Initial Shareholders (2) | 13,124,642 | 13.3 | % | 13,124,642 | 13.7 | % | ||||||||||
Amprius stockholders | 65,881,960 | 66.7 | % | 65,881,960 | 68.8 | % | ||||||||||
Pro Forma Common Stock (3) | 98,739,102 | 100.0 | % | 95,739,102 | 100.0 | % | ||||||||||
(1) | Excludes 3,267,500 Public Shares included in the Kensington Original Units purchased by the Sponsor in the IPO. |
(2) | Includes 9,857,142 Sponsor Shares and 3,267,500 Public Shares included in the Kensington Original Units purchased by the Sponsor in the IPO. |
(3) | The pro forma capitalization excludes the following: |
Amprius (Historical) | Kensington (Historical) | Autonomous Entity Adjustments (Note 3) | Transaction Accounting Adjustments (Assuming No Redemptions) (Note 3) | Pro Forma Combined (Assuming No Redemptions) | Additional Transaction Accounting Adjustments (Assuming Maximum Redemptions) (Note 3) | Pro Forma Combined (Assuming Maximum Redemptions) | ||||||||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||||||||||||
Cash and cash equivalents | $ | 8,616 | $ | 2,651 | $ | 230,033 | (a) | $ | 213,750 | $ | (30,004 | ) | (j) | $ | 184,796 | |||||||||||||||||||||
(8,050 | ) | (b) | 1,050 | (k) | ||||||||||||||||||||||||||||||||
(19,500 | ) | (c) | ||||||||||||||||||||||||||||||||||
Accounts receivable | 471 | — | 471 | 471 | ||||||||||||||||||||||||||||||||
Inventories, net | 339 | — | 339 | 339 | ||||||||||||||||||||||||||||||||
Prepaid expenses and other current assets | 72 | 350 | 422 | 422 | ||||||||||||||||||||||||||||||||
Deferred costs, current | 1,215 | — | 1,215 | 1,215 | ||||||||||||||||||||||||||||||||
Total current assets | 10,713 | 3,001 | — | 202,483 | 216,197 | (28,954 | ) | 187,243 | ||||||||||||||||||||||||||||
Investment and cash held in Trust Account | — | 230,033 | (230,033 | ) | (a) | — | — | |||||||||||||||||||||||||||||
Deferred costs, non current | 38 | — | 38 | 38 | ||||||||||||||||||||||||||||||||
Other assets | 51 | — | 51 | 51 | ||||||||||||||||||||||||||||||||
Property and equipment, net | 3,882 | — | 3,882 | 3,882 | ||||||||||||||||||||||||||||||||
Right of use asset, net | 2,984 | — | 2,984 | 2,984 | ||||||||||||||||||||||||||||||||
Total assets | 17,668 | 233,034 | — | (27,550 | ) | 223,152 | (28,954 | ) | 194,198 | |||||||||||||||||||||||||||
Liabilities | ||||||||||||||||||||||||||||||||||||
Accounts payable | 371 | 71 | 442 | 442 | ||||||||||||||||||||||||||||||||
Accrued liabilities | 960 | 150 | 1,110 | 1,110 | ||||||||||||||||||||||||||||||||
Deferred revenue, current | 1,221 | — | 1,221 | 1,221 | ||||||||||||||||||||||||||||||||
Operating lease liabilities, current | 510 | — | 510 | 510 | ||||||||||||||||||||||||||||||||
Total current liabilities | 3,062 | 221 | — | — | 3,283 | — | 3,283 | |||||||||||||||||||||||||||||
Derivative warrant liabilities | — | 15,600 | (15,600 | ) | (f) | — | — | |||||||||||||||||||||||||||||
Deferred underwriting fees | — | 8,050 | (8,050 | ) | (b) | — | — | |||||||||||||||||||||||||||||
Working capital loan—related party | — | 200 | (200 | ) | (g) | — | — | |||||||||||||||||||||||||||||
Deferred revenue, non current | 343 | — | 343 | 343 | ||||||||||||||||||||||||||||||||
Operating lease liabilities, non current | 2,725 | — | 2,725 | 2,725 | ||||||||||||||||||||||||||||||||
Total liabilities | 6,130 | 24,071 | — | (23,850 | ) | 6,351 | — | 6,351 | ||||||||||||||||||||||||||||
Commitments and contingencies | ||||||||||||||||||||||||||||||||||||
Class A ordinary shares subject to possible redemption | — | 230,000 | (230,000 | ) | (d) | — | — | |||||||||||||||||||||||||||||
Stockholders’ equity | ||||||||||||||||||||||||||||||||||||
Preference shares | — | — | — | — | ||||||||||||||||||||||||||||||||
Ordinary shares | ||||||||||||||||||||||||||||||||||||
Class A | — | — | 2 | (d) | — | — | ||||||||||||||||||||||||||||||
(2 | ) | (e) | ||||||||||||||||||||||||||||||||||
Class B | — | 1 | (1 | ) | (e) | — | — | |||||||||||||||||||||||||||||
Amprius Common Stock | 1 | — | (1 | ) | (h) | — | — | |||||||||||||||||||||||||||||
New Amprius Common Stock | — | — | 3 | (e) | 10 | — | (j) | 10 | ||||||||||||||||||||||||||||
7 | (h) | |||||||||||||||||||||||||||||||||||
Additional paid-in capital | 89,969 | — | (11,950 | ) | (c) | 295,223 | (30,004 | ) | (j) | 266,269 | ||||||||||||||||||||||||||
229,998 | (d) | 1,050 | (k) | |||||||||||||||||||||||||||||||||
15,600 | (f) | |||||||||||||||||||||||||||||||||||
200 | (g) | |||||||||||||||||||||||||||||||||||
(6 | ) | (h) | ||||||||||||||||||||||||||||||||||
(28,588 | ) | (i) | ||||||||||||||||||||||||||||||||||
Accumulated deficit | (78,432 | ) | (21,038 | ) | (7,550 | ) | (c) | (78,432 | ) | (78,432 | ) | |||||||||||||||||||||||||
28,588 | (i) | |||||||||||||||||||||||||||||||||||
Total stockholders’ equity | 11,538 | (21,037 | ) | — | 226,300 | 216,801 | (28,954 | ) | 187,847 | |||||||||||||||||||||||||||
Total liabilities and stockholders’ equity | $ | 17,668 | $ | 233,034 | $ | — | $ | (27,550 | ) | $ | 223,152 | $ | (28,954 | ) | $ | 194,198 | ||||||||||||||||||||
Amprius (Historical) | Kensington (Historical) | Autonomous Entity Adjustments (Note 3) | Transaction Accounting Adjustments (Assuming No Redemptions) (Note 3) | Pro Forma Combined (Assuming No Redemptions) | Additional Transaction Accounting Adjustments (Assuming Maximum Redemptions) (Note 3) | Pro Forma Combined (Assuming Maximum Redemptions) | ||||||||||||||||||||||||||
Revenue | $ | 2,110 | $ | — | 2,110 | 2,110 | ||||||||||||||||||||||||||
Cost of revenue | 3,149 | — | 3,149 | 3,149 | ||||||||||||||||||||||||||||
Gross loss | (1,039 | ) | — | — | — | (1,039 | ) | — | (1,039 | ) | ||||||||||||||||||||||
Operating expense: | ||||||||||||||||||||||||||||||||
Research and development | 369 | — | 369 | 369 | ||||||||||||||||||||||||||||
Selling, general and administrative expense | 1,502 | 114 | (20 | ) | (aa) | 1,596 | 1,596 | |||||||||||||||||||||||||
Total operating expenses | 1,871 | 114 | — | (20 | ) | 1,965 | — | 1,965 | ||||||||||||||||||||||||
Loss from operations | (2,910 | ) | (114 | ) | — | 20 | (3,004 | ) | — | (3,004 | ) | |||||||||||||||||||||
Other income (expense), net: | ||||||||||||||||||||||||||||||||
Change in fair value of derivative warrant liabilities | — | 390 | (390 | ) | (bb | ) | — | — | ||||||||||||||||||||||||
Income from investments held in Trust Account | — | 33 | (33 | ) | (cc | ) | — | — | ||||||||||||||||||||||||
Offering costs associated with derivative warrant liabilities | — | (564 | ) | (564 | ) | (564 | ) | |||||||||||||||||||||||||
Other income (expense), net | 32 | — | 32 | 32 | ||||||||||||||||||||||||||||
Total other income (expense), net | 32 | (141 | ) | — | (423 | ) | (532 | ) | — | (532 | ) | |||||||||||||||||||||
Loss before provision for income taxes | (2,878 | ) | (255 | ) | — | (403 | ) | (3,536 | ) | — | (3,536 | ) | ||||||||||||||||||||
Income tax benefit | — | — | — | — | — | |||||||||||||||||||||||||||
Net loss | $ | (2,878 | ) | $ | (255 | ) | $ | — | $ | (403 | ) | $ | (3,536 | ) | $ | — | $ | (3,536 | ) | |||||||||||||
Basic and diluted weighted average shares outstanding | 45,177,881 | 98,739,102 | 95,739,102 | |||||||||||||||||||||||||||||
Basic and diluted net loss per share | $ | (0.06 | ) | $ | (0.04 | ) | $ | (0.04 | ) |
Year Ended December 31, 2021 | For the period from March 19, 2021 (inception) through December 31, 2021 | Autonomous Entity Adjustments (Note 3) | Transaction Accounting Adjustments (Assuming No Redemptions) (Note 3) | Year Ended December 31, 2021 | Additional Transaction Accounting Adjustments (Assuming Maximum Redemptions) (Note 3) | Year Ended December 31, 2021 | Year Ended December 31, 2021 | For the period from March 19, 2021 (inception) through December 31, 2021 | Autonomous Entity Adjustments (Note 3) | Transaction Accounting Adjustments (Assuming No Redemptions) (Note 3) | Year Ended December 31, 2021 | Additional Transaction Accounting Adjustments (Assuming Maximum Redemptions) (Note 3) | Year Ended December 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Amprius (Historical) | Kensington (Historical) | Pro Forma Combined (Assuming No Redemptions) | Pro Forma Combined (Assuming Maximum Redemptions) | Amprius (Historical) | Kensington (Historical) | Pro Forma Combined (Assuming No Redemptions) | Pro Forma Combined (Assuming Maximum Redemptions) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue | $ | 2,772 | $ | — | 2,772 | 2,772 | $ | 2,772 | $ | — | 2,772 | 2,772 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Cost of revenue | 7,101 | — | 7,101 | 7,101 | 7,101 | — | 7,101 | 7,101 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gross loss | (4,329 | ) | — | — | — | (4,329 | ) | — | (4,329 | ) | (4,329 | ) | — | — | — | (4,329 | ) | — | (4,329 | ) | ||||||||||||||||||||||||||||||||||||||||||||
Operating expense: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Research and development | 1,450 | — | 1,450 | 1,450 | 1,450 | — | 1,450 | 1,450 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Selling, general and administrative expense | 4,844 | 59 | 3,068 | 7,971 | 7,971 | 4,844 | 59 | 3,479 | 8,382 | 8,382 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total operating expenses | 6,294 | 59 | 3,068 | — | 9,421 | — | 9,421 | 6,294 | 59 | 3,479 | — | 9,832 | — | 9,832 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Loss from operations | (10,623 | ) | (59 | ) | (3,068 | ) | — | (13,750 | ) | — | (13,750 | ) | (10,623 | ) | (59 | ) | (3,479 | ) | — | (14,161 | ) | — | (14,161 | ) | ||||||||||||||||||||||||||||||||||||||||
Other income (expense), net: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gain on forgiveness of PPP loan | 743 | 743 | 743 | 743 | 743 | 743 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other income (expense), net | (16 | ) | — | (7,550 | ) | (dd | ) | (7,566 | ) | (7,566 | ) | (16 | ) | — | (7,550 | ) | (dd | ) | (7,566 | ) | (7,566 | ) | ||||||||||||||||||||||||||||||||||||||||||
Total other income (expense), net | 727 | — | — | (7,550 | ) | (6,823 | ) | — | (6,823 | ) | 727 | — | — | (7,550 | ) | (6,823 | ) | — | (6,823 | ) | ||||||||||||||||||||||||||||||||||||||||||||
Loss before provision for income taxes | (9,896 | ) | (59 | ) | (3,068 | ) | (7,550 | ) | (20,573 | ) | — | (20,573 | ) | (9,896 | ) | (59 | ) | (3,479 | ) | (7,550 | ) | (20,984 | ) | — | (20,984 | ) | ||||||||||||||||||||||||||||||||||||||
Income tax benefit | — | — | — | — | — | — | — | — | — �� | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss | $ | (9,896 | ) | $ | (59 | ) | $ | (3,068 | ) | $ | (7,550 | ) | $ | (20,573 | ) | $ | — | $ | (20,573 | ) | $ | (9,896 | ) | $ | (59 | ) | $ | (3,479 | ) | $ | (7,550 | ) | $ | (20,984 | ) | $ | — | $ | (20,984 | ) | ||||||||||||||||||||||||
Basic and diluted weighted average shares outstanding | 45,170,994 | 98,739,102 | 95,739,102 | 45,170,994 | 98,739,102 | 95,739,102 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basic and diluted net loss per share | $ | (0.22 | ) | $ | (0.21 | ) | $ | (0.21 | ) | $ | (0.22 | ) | $ | (0.21 | ) | $ | (0.22 | ) |
1. | Basis of Presentation |
2. | Accounting Policies |
3. | Adjustments to Unaudited Pro Forma Condensed Combined Financial Information |
(a) | Reflects the reclassification of investment and cash held in the Trust Account that becomes available following the Business Combination, assuming no redemptions. |
(b) | Reflects the settlement of $8.1 million in deferred underwriting fees, assuming no redemptions. |
(c) | Represents preliminary estimated transaction costs expected to be incurred by Amprius and Kensington of approximately $11.95 million and $7.55 million, respectively, for legal, financial advisory and other |
professional fees. Kensington’s estimated transaction costs exclude the deferred underwriting fees as described in Note 3(b) above. |
(d) | Reflects the reclassification of $230.0 million of Kensington Class A Ordinary Shares, par value of $0.0001 per share, subject to possible redemption to permanent equity, assuming no redemptions. |
(e) | Reflects the conversion of 23,000,000 Kensington Class A Ordinary Shares and 9,857,142 Kensington Class B Ordinary Shares into 32,857,142 shares of New Amprius Common Stock in connection with the Domestication. |
(f) | Reflects adjustment to reclassify Kensington’s Class 1 Warrants and Private Warrants from liabilities to additional paid-in capital. Upon consummation of the Business Combination, Kensington’s Class 1 Warrants and Private Warrants are expected to be equity classified under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity (“ASC815-40”) after considering, amongst other factors, New Amprius will have a single class equity structure. |
(g) | Reflects the expected conversion of the Working Capital Loan into 400,000 Private Warrants at a price of $0.50 per warrant upon the closing of the Business Combination. |
(h) | Reflects the recapitalization of Amprius common equity of 45,179,270 shares of Amprius Common Stock and 9,681,599 Amprius Options into 65,881,960 shares of New Amprius Common Stock, par value of $0.0001 per |
(i) | Reflects the elimination of Kensington’s historical accumulated deficit after recording the transaction costs to be incurred by Kensington as described in Note 3(c) above. |
(j) | Represents the redemption of 3,000,000 Kensington Class A Ordinary Shares for $30.0 million. The amounts are allocated to shares of New Amprius Common Stock and additional paid-in capital using par value of $0.0001 per share and at an assumed redemption price of $10.00 per share. |
(k) | Represent the forfeiture of approximately $1.1 million of deferred underwriting fees, assuming maximum redemptions. |
(aa) | Represents pro forma adjustment to eliminate historical expenses related to Kensington’s service agreement with the Sponsor, which will be terminated upon consummation of the Business Combination. |
(bb) | Represents the elimination of the change in fair value of the derivative warrant liability associated with Kensington’s Class 1 Warrants and Private Warrants, which are expected to be equity classified upon the consummation of the Business Combination, as discussed in Note 3(f) above. |
(cc) | Represents pro forma adjustment to eliminate income from investments held in Trust Account. |
(dd) | Reflects preliminary estimated Kensington transaction costs that will be expensed upon the closing of the Business Combination. These costs are reflected as if incurred on January 1, 2021, the date the Business Combination is deemed to have occurred for the purposes of the unaudited pro forma condensed combined statements of operations. This is a non-recurring item. |
4. | Net Loss per Share |
Three Months Ended March 31, 2022 | Year Ended December 31, 2021 | Three Months Ended March 31, 2022 | Year Ended December 31, 2021 | |||||||||||||||||||||||||||||
Assuming No Redemptions | Assuming Maximum Redemptions | Assuming No Redemptions | Assuming Maximum Redemptions | Assuming No Redemptions | Assuming Maximum Redemptions | Assuming No Redemptions | Assuming Maximum Redemptions | |||||||||||||||||||||||||
Pro forma net loss | $ | (3,536 | ) | $ | (3,536 | ) | $ | (20,573 | ) | $ | (20,573 | ) | $ | (3,536 | ) | $ | (3,536 | ) | $ | (20,984 | ) | $ | (20,984 | ) | ||||||||
Pro forma weighted average shares outstanding, basic and diluted | 98,739,102 | 95,739,102 | 98,739,102 | 95,739,102 | 98,739,102 | 95,739,102 | 98,739,102 | 95,739,102 | ||||||||||||||||||||||||
Pro forma net loss per share, basic and diluted | $ | (0.04 | ) | $ | (0.04 | ) | $ | (0.21 | ) | $ | (0.21 | ) | $ | (0.04 | ) | $ | (0.04 | ) | $ | (0.21 | ) | $ | (0.22 | ) | ||||||||
Pro forma weighted average shares calculation, basic and diluted | ||||||||||||||||||||||||||||||||
Kensington’s public shareholders (1) | 19,732,500 | 16,732,500 | 19,732,500 | 16,732,500 | 19,732,500 | 16,732,500 | 19,732,500 | 16,732,500 | ||||||||||||||||||||||||
Kensington’s Initial Shareholders (2) | 13,124,642 | 13,124,642 | 13,124,642 | 13,124,642 | 13,124,642 | 13,124,642 | 13,124,642 | 13,124,642 | ||||||||||||||||||||||||
Amprius’ stockholders | 65,881,960 | 65,881,960 | 65,881,960 | 65,881,960 | 65,881,960 | 65,881,960 | 65,881,960 | 65,881,960 | ||||||||||||||||||||||||
Pro forma weighted average shares calculation, basic and diluted (3) | 98,739,102 | 95,739,102 | 98,739,102 | 95,739,102 | 98,739,102 | 95,739,102 | 98,739,102 | 95,739,102 | ||||||||||||||||||||||||
(1) | Excludes 3,267,500 Public Shares included in the Kensington Original Units purchased by the Sponsor in the IPO. |
(2) | Includes 9,857,142 Sponsor Shares and 3,267,500 Public Shares included in the Kensington Original Units purchased by the Sponsor in the IPO. |
(3) | The pro forma diluted shares for the three months ended March 31, 2022 and year ended December 31, 2021 exclude the following because including them would be antidilutive: |
Units purchased by the Sponsor in the IPO). Mr. Mirro disclaims beneficial ownership of any securities other than to the extent he may have a pecuniary interest therein, directly or indirectly; |
Name | Consideration | Value | ||||
Kensington Capital Sponsor IV LLC | 9,857,142 Sponsor Shares | $ | (1)(2) | |||
Kensington Capital Sponsor IV LLC | 16,000,000 Private Warrants | $ (2)(3) | ||||
Kensington Capital Sponsor IV LLC | 3,267,500 Kensington Original Units | $ (2)(4) | ||||
Justin Mirro | $100,000 of Working Capital Loans | $ (5) | ||||
Daniel Huber | $100,000 of Working Capital Loans | $ (5) | ||||
DEHC LLC | Amounts due under agreement | $ (6) |
(1) | The value of the Sponsor Shares |
(2) | Justin Mirro, Kensington’s Chief Executive Officer and Chairman, is the managing member of the managing member of the Sponsor. Consequently, he may be deemed the beneficial owner of the Sponsor Shares and to have voting and dispositive control over such securities. Mr. Mirro disclaims beneficial ownership of any securities other than to the extent he may have a pecuniary interest therein, either directly or indirectly. Each of Kensington’s other officers and directors are non-managing members of the Sponsor and has an indirect pecuniary interest in Kensington Class A Ordinary Shares and Kensington Class B Ordinary Shares through his or her interests in the Sponsor. |
(3) | The value of the Private Warrants |
(4) | The value of the Kensington Original Units |
(5) | These Working Capital Loans convert into 200,000 warrants with the same terms as the Private Warrants. The value of these warrants |
(6) | DEHC is an affiliate of Daniel Huber, Kensington’s Chief Financial Officer. Upon the Closing, any portion of an aggregate of $360,000 that has not yet been paid to DEHC under its agreement with Kensington will be due and payable. The amount in the table represents the amount that had not been paid to DEHC at , 2022. |
and receive, for each Kensington Original Unit, one Kensington Class 1 Warrant and one Kensington New Unit. It is Kensington’s understanding that this separation generally takes at least two business days to complete. As such, to the extent you desire to execute your redemption right, it is important that this separation occurs a sufficient amount of time in advance of the redemption deadline to ensure you are able to timely submit the Kensington New Unit for redemption of your Public Share in order to redeem your Public Share. Once you hold Kensington New Units, you are able to exercise the redemption right with respect to the underlying Public Share by timely submitting that Kensington New Unit for redemption of your Public Share. In connection with such redemption, the Kensington Class 2 Warrant in such Kensington New Unit will expire. Shareholders who hold their units in street name will have to coordinate with their bank, broker or other nominee to have the units certificated or delivered electronically. If you do not submit a written request and deliver your Kensington New Units as described above, your shares will not be redeemed. |
Name | Position | |
Dr. Kang Sun | Chief Executive Officer and Director | |
Sandra Wallach | Chief Financial Officer | |
Jonathan Bornstein | Chief Operating Officer | |
Dr. Ionel Stefan | Chief Technology Officer |
Name | Vested Stock Options | Unvested Stock Options | ||||||
Named Executive Officers | 1,342,707 | 2,282,293 | ||||||
All Executive Officers as a Group | 2,842,707 | 2,657,293 | ||||||
Non-Employee Directors | 58,005 | 498,870 |
(i) | 80,000,000; |
(ii) | Amprius’ “Fully-Diluted Company Shares” (with such “Fully Diluted Company Shares” being as of , 2022). |
money in excess of $5,000,000 or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any person, or make any loans or advances, or intentionally grant any security interest in any of its assets, in each case, except in the ordinary course of business and consistent with past practice; |
(a) | the Written Consent shall have been delivered to Kensington; |
(b) | the Kensington Proposals shall have been approved and adopted by the requisite affirmative vote of the Kensington shareholders in accordance with this proxy statement/prospectus, the Companies Act, the Kensington organizational documents and the rules and regulations of the NYSE; |
(c) | no governmental authority shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award which is then in effect and has the effect of making the Business Combination illegal or otherwise prohibiting the Closing; |
(d) | all required filings under the HSR Act shall have been completed and any applicable waiting period (and any extension thereof) applicable to the Closing under the HSR Act shall have expired or been terminated, and any pre-Closing approvals or clearances reasonably required thereunder shall have been obtained; |
(e) | certain consents, approvals and authorizations set forth in the Business Combination Agreement shall have been obtained from and made with all governmental authorities; |
(f) | the Registration Statement shall have been declared effective under the Securities Act. No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for purposes of suspending the effectiveness of the Registration Statement shall have been initiated or be threatened by the SEC; |
(g) | the shares of New Amprius Common Stock shall be approved for listing on the NYSE as of the Closing Date; and |
(h) | the Proposed Certificate of Incorporation has been filed with the Secretary of State of the State of Delaware and Kensington has adopted the Proposed Bylaws, appointed directors of the Kensington Board and the Surviving Corporation and authorized the issuance of the New Amprius Common Stock to be issued in connection with the Business Combination. |
(a) | the representations and warranties of Amprius contained in the sections of the Business Combination Agreement titled “Organization and Qualification; Subsidiaries,” “Capitalization,” “Authority Relative to the Business Combination Agreement” and “Brokers” shall each be true and correct in all material respects as of the Closing Date as though made on the Closing Date (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect,” each as defined in the Business Combination Agreement, or any similar limitation set forth therein), except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date. All other representations and warranties of Amprius contained in the Business Combination Agreement shall be true and correct (without giving any effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth therein) in all respects as of the Closing Date, as though made on and as of the Closing Date, except (A) to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date and (B) where the failure of such representations and warranties to be true and correct (whether as of the Closing Date or such earlier date), taken as a whole, does not result in a Company Material Adverse Effect; |
(b) | Amprius shall have performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied with by it on or prior to the Effective Time; |
(c) | Amprius shall have delivered to Kensington a customary officer’s certificate, dated the date of the Closing, certifying as to the satisfaction of certain conditions; |
(d) | no Company Material Adverse Effect shall have occurred between the date of the Business Combination Agreement and the Closing Date; |
(e) | on or prior to the Closing, Amprius has delivered to Kensington a properly executed certification that shares of Amprius Common Stock are not “United States real property interests” in accordance with the Treasury Regulations under Sections 897 of the Code, together with a notice to the IRS (which will be filed by Kensington with the IRS following the Closing) in accordance with the provisions of Section 1.897-2(h)(2) of the Treasury Regulations; and |
(f) | Amprius shall have delivered to Kensington the PCAOB Financials. |
(a) | the representations and warranties of Kensington and Merger Sub contained in the sections of the Business Combination Agreement titled “Corporate Organization,” “Capitalization,” “Authority |
Relative to this Agreement” and “Brokers” shall each be true and correct in all material respects as of the Closing Date as though made on the Closing Date (without giving effect to any limitation as to “materiality” or “Kcompany Material Adverse Effect” (each as defined in the Business Combination Agreement) or any similar limitation set forth therein), except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date. All other representations and warranties of Kensington and Merger Sub contained in the Business Combination Agreement shall be true and correct (without giving any effect to any limitation as to “materiality” or “Kcompany Material Adverse Effect,” or any similar limitation set forth therein) in all respects as of the Closing Date, as though made on and as of the Closing Date, except (A) to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date and (B) where the failure of such representations and warranties to be true and correct (whether as of the Closing Date or such earlier date), taken as a whole, does not result in a Kcompany Material Adverse Effect; |
(b) | Kensington and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied with by it on or prior to the Effective Time; |
(c) | Kensington shall have delivered to Amprius a customary officer’s certificate (signed by the President of Kensington), dated the date of the Closing, certifying as to the satisfaction of certain conditions; |
(d) | other than those persons identified as continuing directors in accordance with the Business Combination Agreement, all members of the Kensington Board shall have executed written resignations effective as of the Effective Time; |
(e) | no Kcompany Material Adverse Effect shall have occurred between the date of the Business Combination Agreement and the Closing Date; and |
(f) | Kensington shall have at least $200 million in the aggregate in (A) its Trust Account (after giving effect to any Redemption Rights (as defined in the Business Combination Agreement) that are actually perfected) plus (B) cash proceeds received in connection with the Equity Financing (calculated without reduction for any payments in respect of Outstanding Kcompany Transaction Expenses (as defined in the Business Combination Agreement)) (the “Kensington Cash Amount”). |
(a) | by mutual written consent of Kensington and Amprius; |
(b) | by Kensington or Amprius, if (i) the Effective Time shall not have occurred prior to the Outside Date (but if as of such date all conditions to closing other than any of the conditions relating to antitrust approvals and waiting periods, consents, approvals or authorizations by governmental authorities, the effectiveness of this proxy statement/prospectus and NYSE listing of New Amprius Common Stock to be issued in the Proposed Transaction are satisfied, then the Outside Date will be automatically extended until February 11, 2023); provided, however, that the Business Combination Agreement may not be terminated by any party (A) that directly or indirectly through its affiliates is in breach or violation of any representation, warranty, covenant, agreement or obligation contained in the Business Combination Agreement and such breach or violation is the principal cause of the failure of a condition to the Merger on or prior to the Outside Date; or (B) against which any legal proceeding is brought by another party to the Business Combination Agreement for specific performance or injunctive or other |
forms of equitable relief in connection therewith (which prohibition on such party’s right to terminate the Business Combination Agreement shall continue throughout the pendency of such legal proceeding); (ii) any governmental authority in the United States has enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling which has become final and nonappealable and has the effect of making the Closing illegal or otherwise preventing or prohibiting the Closing and the Merger; or (iii) any of the Kensington Proposals fail to receive the requisite vote for approval at the extraordinary general meeting; |
(c) | by Amprius if there is a Terminating Kensington Breach; provided that Amprius has not waived such Terminating Kensington Breach and Amprius is not then in material breach of their representations, warranties, covenants or agreements in the Business Combination Agreement; provided, however, that, if such Terminating Kensington Breach is curable by Kensington and Merger Sub, Amprius may not terminate the Business Combination Agreement under the applicable section for so long as Kensington and Merger Sub continue to exercise their reasonable efforts to cure such breach, unless such breach is not cured within thirty days after notice of such breach is provided by Amprius to Kensington; and |
(d) | by Kensington if (i) Amprius has failed to deliver the Written Consent to Kensington within 24 hours after the Registration Statement is declared effective; provided, however, that Kensington’s right to terminate the Business Combination Agreement pursuant to clause (i) expires at the time at which the Written Consent is delivered to Kensington; or (ii) there is a Terminating Company Breach; provided that Kensington has not waived such Terminating Company Breach and Kensington and Merger Sub are not then in material breach of their representations, warranties, covenants or agreements in the Business Combination Agreement; provided further that, if such Terminating Company Breach is curable by Amprius, Kensington may not terminate the Business Combination Agreement under this provision for so long as Amprius continues to exercise its reasonable efforts to cure such breach, unless such breach is not cured within thirty days after notice of such breach is provided by Kensington to Amprius; or (iii) if the PCAOB Financials have not been delivered to Kensington by Amprius on or before June 15, 2022, provided, however, that Kensington’s right to terminate the Business Combination Agreement pursuant to clause (iii) expires at the time at which the PCAOB Financials are delivered to Kensington. |
persons that actually or constructively own five percent or more of our voting shares or five percent or more of the total value of all classes of our shares, except as specifically discussed under the caption heading “— Effects of Section 367 on U.S. Holders |
(i) | a statement that the Domestication is a Section 367(b) exchange (within the meaning of the applicable Treasury Regulations); |
(ii) | a complete description of the Domestication; |
(iii) | a description of any stock, securities or other consideration transferred or received in the Domestication; |
(iv) | a statement describing the amounts required to be taken into account for U.S. federal income tax purposes; |
(v) | a statement that the U.S. Holder is making the election that includes (A) a copy of the information that the U.S. Holder received from Kensington establishing and substantiating the U.S. Holder’s all earnings and profits amount with respect to the U.S. Holder’s Kensington Class A Ordinary Shares and (B) a representation that the U.S. Holder has notified Kensington (or New Amprius) that the U.S. Holder is making the election; and |
(vi) | certain other information required to be furnished with the U.S. Holder’s tax return or otherwise furnished pursuant to the Code or the Treasury Regulations; provided that if Kensington has never had earnings and profits, a U.S. Holder may, in lieu of the information described in clauses (iv) through (vi) above, provide a statement from New Amprius that Kensington has never had any earning and profits. |
(i) | Kensington were classified as a PFIC at any time during such U.S. Holder’s holding period in such Kensington Class A Ordinary Shares or Kensington Warrants, and |
(ii) | in the case of Kensington Class A Ordinary Shares, the U.S. Holder had not timely made (a) a QEF Election (as defined below) for the first taxable year in which the U.S. Holder owned such Kensington Class A Ordinary Shares or in which Kensington was a PFIC, whichever is later (or a QEF Election along with a purging election), or (b) a mark-to-market election (as defined below) with respect to such Kensington Class A Ordinary Shares. Generally, Treasury Regulations provide that neither election applies to Kensington Warrants. |
(i) | such non-U.S. Holder is an individual who was present in the United States for 183 days or more in the taxable year of such disposition and certain other requirements are met, in which case any gain realized will generally be subject to a flat 30% U.S. federal income tax; |
(ii) | the gain is effectively connected with a trade or business of such non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, attributable to a U.S. permanent establishment or fixed base maintained by such non-U.S. Holder), in which case such gain will be subject to U.S. federal |
income tax, net of certain deductions, at the same graduated individual or corporate rates applicable to U.S. Holders, and any such gain of a non-U.S. Holder that is a corporation may be subject to an additional “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty); or |
(iii) | New Amprius is or has been a U.S. real property holding corporation at any time during the shorter of the five-year period preceding such disposition and such non-U.S. Holder’s holding period and either (A) New Amprius Common Stock is not regularly traded on an established securities market or (B) such non-U.S. Holder owned or is deemed to have owned, at any time during the shorter of the five-year period preceding such disposition and such non-U.S. Holder’s holding period, more than 5% of outstanding New Amprius Common Stock. |
Delaware initially as a state of incorporation or have subsequently changed corporate domicile to Delaware. Because of Delaware’s prominence as the state of incorporation for many major corporations, both the legislature and courts in Delaware have demonstrated the ability and a willingness to act quickly and effectively to meet changing business needs. The DGCL is frequently revised and updated to accommodate changing legal and business needs and is more comprehensive, widely used and interpreted than other state corporate laws. This favorable corporate and regulatory environment is attractive to businesses such as ours. |
Existing Governing Documents | Proposed Governing Documents | |||
Authorized Shares | The share capital under the Existing Governing Documents is $11,100 divided into 100,000,000 Kensington Class A Ordinary Shares of a par value of US$0.0001 per share, 10,000,000 Kensington Class B Ordinary Shares of a par value of US$0.0001 per share and 1,000,000 preference shares of a par value of US$0.0001 per share. | The Proposed Governing Documents authorize 1,000,000,000 shares, of which 950,000,000 are New Amprius Common Stock, par value $0.0001 per share, and 50,000,000 shares of New Amprius Preferred Stock, par value $0.0001 per share. | ||
Authorize the Board of Directors to Issue Preferred Stock Without Shareholder Consent | The Existing Governing Documents authorize the issuance of 1,000,000 preference shares with such designation, rights and preferences as may be determined from time to time by our board of directors. Accordingly, our board of directors is empowered under the Existing Governing Documents, without shareholder approval, to issue preference shares with dividend or other distribution, voting, return of capital or other rights that could adversely affect the voting power or other rights of the holders of ordinary shares. | The Proposed Governing Documents authorize the board of directors to issue New Amprius Preferred Stock from time to time in one or more series, and, with respect to each series, to establish the number of shares in each such series, to fix the designation, powers (including voting powers), preferences and relative, participating, optional or other special rights, if any, of each such series and any qualifications, limitations or restrictions thereof, and, subject to the rights of such series, to increase (but not above the total number of authorized shares of New Amprius Preferred Stock) or decrease (but not below the number of shares of any such series then outstanding) or decrease the number of shares of any such series. |
Existing Governing Documents | Proposed Governing Documents | |||
Corporate Name | The Existing Governing Documents provide the name of the company is “Kensington Capital Acquisition Corp. IV”. | The Proposed Governing Documents will provide that the name of the corporation will be “Amprius Technologies, Inc.” | ||
Exclusive Forum | The Existing Governing Documents do not contain a provision adopting an exclusive forum for certain shareholder litigation. | The Proposed Governing Documents adopt the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another State court in Delaware or the federal district court for the District of Delaware) as the exclusive forum for certain stockholder litigation and the federal courts of the United States as the exclusive forum for litigation arising out of the Securities Act. | ||
Perpetual Existence | The Existing Governing Documents provide that if we do not consummate a business combination (as defined in the Existing Governing Documents) by March 4, 2024 (twenty-four months after the closing of Kensington’s initial public offering), Kensington will cease all operations except for the purposes of winding up and will redeem the shares issued in Kensington’s initial public offering and liquidate its trust account. | The Proposed Governing Documents provide that New Amprius is to have perpetual existence. | ||
Provisions Related to Status as Blank Check Company | The Existing Governing Documents set forth various provisions related to our status as a blank check company prior to the consummation of a business combination. | The Proposed Governing Documents do not include provisions related to the corporation’s status as a blank check company, which no longer will apply upon consummation of the Business Combination, as we will cease to be a blank check company at such time. |
(1) | Based on a survey of 18650 technical datasheets (ex. Panasonic NCR18650G) and iFixit reports on iPhone and Samsung batteries. |
(2) | Based on an Amprius High Energy cell. |
(3) | Customer-reported data based on a Teledyne FLIR drone. For graphite, based on the currently utilized graphite battery for Teledyne FLIR drone. For Amprius, based on an Amprius Balanced Energy/Power cell. |
(4) | Based on customer-reported data on a smart watch. For Amprius, device used an Amprius High Energy cell. |
(5) | Results relate to a U.S. Army conformable wearable battery. For graphite, based on a currently fielded conformable wearable graphite battery. For Amprius, the device used an Amprius High Energy cell. |
(6) | Graphite estimate based on a Tesla Model 3 long-range battery. Amprius estimate based on an Amprius High Energy cell. |
(1) | Actual percentage of silicon is 99.5-99.9%, which is within the range of acceptable purity levels for materials that are considered 100%. |
(1) | Other than cycle life, based on a survey of 18650 technical datasheets (ex. Panasonic NCR18650G) and iFixit reports on iPhone and Samsung batteries. For cycle life, based on Shmuel De-Leon: Li-Ion NCA/NMC Cylindrical Hard Case Cells Market 2021. |
(2) | Anode capacity for Graphite Anode Battery (full cells) uses typical N/P ratio of 1.05 - 1.10. |
(3) | Includes released Amprius products with energy and power cell designs. |
(4) | Based on Amprius’ High Power cells. |
Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Option Awards ($) (2) | Total ($) | |||||||||||||||
Dr. Kang Sun President, Chief Executive Officer and Director | 2021 | 90,254 | (3) | 40,000 | (3) | 4,199,272 | (4) | 4,329,526 | ||||||||||||
Sandra Wallach Chief Financial Officer | 2021 | 117,126 | 35,507 | 1,283,082 | 1,435,714 | |||||||||||||||
Dr. Ionel Stefan Chief Technology Officer | 2021 | 224,700 | 75,000 | 501,827 | (5) | 801,527 |
(1) | Represents annual bonuses earned during 2021 and paid in 2022. |
(2) | The amounts in this column represent the aggregate grant-date fair value of awards granted to each named executive officer in fiscal 2021, calculated in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC Topic 718, Compensation—Stock Compensation (“ASC 718”). Such grant-date fair value does not take into account any estimated forfeitures related to service-vesting conditions. The assumptions used in determining the grant date fair value of the stock options reported are set forth in Note 2 to Amprius’ audited financial statements included elsewhere in this proxy statement/prospectus. |
(3) | Represents the portion of base salary and bonus allocated to Amprius by Amprius, Inc. Dr. Sun provides services to both Amprius and Amprius, Inc. For the year ended December 31, 2021, Dr. Sun’s salary and bonus were paid by Amprius, Inc. and the portion allocated to Amprius was 25%. For the year ended December 31, 2021, the portion of Dr. Sun’s salary and bonus paid by Amprius, Inc. was $270,762 and $120,000, respectively. Effective May 2022, Dr. Sun’s entire salary and bonus is paid by Amprius. |
(4) | Includes 25% of the grant-date fair value of 2,687,350 options to purchase Amprius, Inc. common stock that was allocated to Amprius. |
(5) | Includes the grant-date fair value of 201,110 options to purchase Amprius, Inc. common stock, 100% of which was allocated to Amprius. |
Option Awards | ||||||||||||||||||||
Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) (1) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) (2) | Option Expiration Date | |||||||||||||||
Dr. Kang Sun(3) | 03/16/2017 | 500,000 | — | 0.07 | 03/15/2024 | |||||||||||||||
Dr. Kang Sun(4) | 06/17/2021 | 125,000 | 875,000 | 2.58 | 06/16/2031 | |||||||||||||||
Sandra Wallach(5) | 08/23/2021 | — | 400,000 | 2.58 | 08/22/2031 | |||||||||||||||
Dr. Ionel Stefan(6) | 03/16/2017 | 375,000 | — | 0.07 | 03/15/2024 | |||||||||||||||
Dr. Ionel Stefan(7) | 07/17/2017 | 125,000 | — | 0.07 | 07/11/2027 | |||||||||||||||
Dr. Ionel Stefan(8) | 06/26/2018 | 46,875 | 3,125 | 0.65 | 03/19/2028 | |||||||||||||||
Dr. Ionel Stefan(9) | 06/17/2021 | 6,250 | 43,750 | 2.58 | 06/16/2031 |
(1) | All stock options were granted pursuant to the 2016 Plan. |
(2) | This column represents the fair market value of a share of Amprius Common Stock on the date of the grant, as determined by the Amprius Board. |
(3) | 1/48th of the shares subject to the option vested monthly beginning on March 1, 2015. |
(4) | 1/48th of the shares subject to the option began vesting monthly on June 17, 2021, subject to the holder’s continuous service through each vesting date. |
(5) | 1/4th of the shares subject to the option vests on July 26, 2022, and 1/36th vests monthly thereafter, subject to the holder’s continuous service through each vesting date. |
(6) | 1/48th of the shares subject to the option vested monthly beginning on March 1, 2015. |
(7) | 1/48th of the shares subject to the option vested monthly beginning on January 1, 2017. |
(8) | 1/48th of the shares subject to the option vested monthly beginning on March 1, 2018. |
(9) | 1/48th of the shares subject to the option began vesting monthly on June 17, 2021, subject to the holder’s continuous service through each vesting date. |
Name | Fees Earned or Paid in Cash ($) | Stock Options ($) (1)(2) | Total ($) | |||||||||
Donald R. Dixon | — | — | — | |||||||||
Dr. Wen Hsieh | — | — | — | |||||||||
Dr. Steven Chu | — | — | — |
(1) | The amounts reported represent the aggregate grant-date fair value of the stock options awarded to the directors in fiscal 2021, calculated in accordance ASC 718. Such grant-date fair value does not take into account any estimated forfeitures related to service-vesting conditions. The assumptions used in determining the grant date fair value of the stock options reported are set forth in Note 2 to Amprius’ audited financial statements included elsewhere in this proxy statement/prospectus. |
(2) | The following lists all outstanding equity awards held by non-employee directors as of December 31, 2021: |
Name | Aggregate Number of Shares Underlying Outstanding Options | |||
Donald R. Dixon | — | |||
Dr. Wen Hsieh | — | |||
Dr. Steven Chu | — |
Three Months Ended March 31, | Change | |||||||||||||||
2022 | 2021 | $ | % | |||||||||||||
Revenues | $ | 2,110 | $ | 143 | $ | 1,967 | 1,376 | % | ||||||||
Cost of revenues | 3,149 | 1,136 | 2,013 | 177 | % | |||||||||||
�� | ||||||||||||||||
Gross loss | (1,039 | ) | (993 | ) | (46 | ) | 5 | % | ||||||||
Research and development | 369 | 346 | 23 | 7 | % | |||||||||||
Selling, general and administrative | 1,502 | 521 | 981 | 188 | % | |||||||||||
Total operating expenses | 1,871 | 867 | 1,004 | 116 | % | |||||||||||
Loss from operations | (2,910 | ) | (1,860 | ) | (1,050 | ) | 56 | % | ||||||||
Other income (expense), net | ||||||||||||||||
Interest expense | — | (2 | ) | 2 | (100 | %) | ||||||||||
Other income (expense), net | 32 | (7 | ) | 39 | 557 | % | ||||||||||
Total other income (expense), net | 32 | (9 | ) | 41 | 456 | % | ||||||||||
Net loss | $ | (2,878 | ) | $ | (1,869 | ) | $ | (1,009 | ) | 54 | % | |||||
Three Months Ended March 31, | Change | |||||||||||||||
2022 | 2021 | $ | % | |||||||||||||
Cost of revenues | $ | 113 | $ | 5 | $ | 108 | 2,160 | % | ||||||||
Research and development | 6 | 1 | 5 | 500 | % | |||||||||||
Selling, general and administrative | 337 | 45 | 292 | 649 | % | |||||||||||
$ | 456 | $ | 51 | $ | 405 | 794 | % | |||||||||
Year Ended December 31, | Change | |||||||||||||||
2021 | 2020 | $ | % | |||||||||||||
Revenues | $ | 2,772 | $ | 4,679 | $ | (1,907 | ) | (41 | %) | |||||||
Cost of revenues | 7,101 | 6,695 | 406 | 6 | % | |||||||||||
Gross loss | (4,329 | ) | (2,016 | ) | (2,313 | ) | 115 | % | ||||||||
Research and development | 1,450 | 1,330 | 120 | 9 | % | |||||||||||
Selling, general and administrative | 4,844 | 4,103 | 741 | 18 | % | |||||||||||
Total operating expenses | 6,294 | 5,433 | 861 | 16 | % | |||||||||||
Loss from operations | (10,623 | ) | (7,449 | ) | (3,174 | ) | 43 | % | ||||||||
Other income (expense), net | ||||||||||||||||
Interest expense | — | (5 | ) | 5 | (100 | %) | ||||||||||
Gain on forgiveness of PPP Loan | 743 | — | 743 | 100 | % | |||||||||||
Other income (expense), net | (16 | ) | 36 | (52 | ) | (144 | %) | |||||||||
Total other expense, net | 727 | 31 | 696 | 2,245 | % | |||||||||||
Net loss | $ | (9,896 | ) | $ | (7,418 | ) | $ | (2,478 | ) | 33 | % | |||||
Year Ended December 31, | Change | |||||||||||||||
2021 | 2020 | $ | % | |||||||||||||
Cost of revenues | $ | 693 | $ | 27 | $ | 666 | 2,467 | % | ||||||||
Research and development | 233 | 7 | 226 | 3,229 | % | |||||||||||
Selling, general and administrative | 1,547 | 48 | 1,499 | 3,123 | % | |||||||||||
$ | 2,473 | $ | 82 | $ | 2,391 | 2,916 | % | |||||||||
Three Months Ended March 31, | Year Ended December 31, | |||||||||||||||
2022 | 2021 | 2021 | 2020 | |||||||||||||
Net cash used in operating activities | $ | (3,043 | ) | $ | (3,343 | ) | $ | (8,016 | ) | $ | (5,044 | ) | ||||
Net cash used in investing activities | (34 | ) | (60 | ) | (609 | ) | (527 | ) | ||||||||
Net cash provided by financing activities | 204 | 3,413 | 20,112 | 5,573 | ||||||||||||
Net changes in cash and cash equivalents | $ | (2,873 | ) | $ | 10 | $ | 11,487 | $ | 2 | |||||||
1. | Identification of the contract(s) with a customer; |
2. | Identification of the performance obligations in the contract; |
3. | Determination of the transaction price, including the constraint on variable consideration |
4. | Allocation of the transaction price to the performance obligations in the contract |
5. | Recognition of revenue when, or as, performance obligations are satisfied. |
expected term, the expected term has been derived based on the simplified method for awards that qualify as plain-vanilla options. |
Name | Age | Position | ||
Justin Mirro | 53 | Chairman and Chief Executive Officer and Director | ||
Dieter Zetsche | 68 | Vice Chairman and President | ||
Robert Remenar | 66 | Chief Operating Officer | ||
a price of $0.50 per warrant at the option of the lender. The warrants would be identical to the Private Warrants. |
Delaware | Cayman Islands | |||
Stockholder/Shareholder Approval of Transactions | Mergers generally require approval of a majority of the voting power of all outstanding shares. Mergers in which less than 20% of the acquirer’s stock is issued generally do not require acquirer stockholder approval. Mergers in which one corporation owns 90% or more of a second corporation may be completed without the vote of the second corporation’s board of directors or stockholders. | Mergers require the approval of a special resolution under the laws of the Cayman Islands, which requires the affirmative vote of at least a two-thirds majority of the ordinary shares represented in person or by proxy and entitled to a vote at a general meeting of the company, and any other authorization as may be specified in the relevant articles of association. Parties holding certain security interests in the constituent companies must also consent.All mergers (other than parent/subsidiary mergers) require shareholder approval—there is no exception for smaller mergers. Where a bidder has acquired 90% or more of the shares in a Cayman Islands company, it can compel the acquisition of the shares of the remaining shareholders and thereby become the sole shareholder. A Cayman Islands company may also be acquired through a “scheme of arrangement” |
Delaware | Cayman Islands | |||
sanctioned by a Cayman Islands court and approved by 50%+1 in number and 75% in value of shareholders in attendance and voting at a general meeting. | ||||
Stockholder/Shareholder Votes for Routine Matters | Generally, approval of routine corporate matters that are put to a stockholder vote require the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter. | Under the Companies Act and Kensington’s Existing Governing Documents, routine corporate matters may be approved by an ordinary resolution (which requires the affirmative vote of at least a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon at a general meeting of the company). | ||
Appraisal Rights | Generally, a stockholder of a publicly traded corporation does not have appraisal rights in connection with a merger. | Minority shareholders that dissent from a merger are entitled to be paid the fair market value of their shares, which if necessary may ultimately be determined by the court. | ||
Inspection of Books and Records | Any stockholder may inspect the corporation’s books and records for a proper purpose during the usual hours for business. | Shareholders generally do not have any rights to inspect or obtain copies of the register of shareholders or other corporate records of a company. | ||
Stockholder/Shareholder Lawsuits | A stockholder may bring a derivative suit subject to procedural requirements (including adopting Delaware as the exclusive forum as per Governing Documents Proposal 4C). | In the Cayman Islands, the decision to institute proceedings on behalf of a company is generally taken by the company’s board of directors. A shareholder may be entitled to bring a derivative action on behalf of the company, but only in certain limited circumstances. | ||
Fiduciary Duties of Directors | Directors must exercise a duty of care and duty of loyalty and good faith to the company and its stockholders. | A director owes fiduciary duties to a company, including to exercise loyalty, honesty and good faith to the company as a whole. In addition to fiduciary duties, directors of Kensington owe a duty of care, diligence and skill. Such duties are owed to the company but may be owed direct to creditors or shareholders in certain limited circumstances. |
Delaware | Cayman Islands | |||
Indemnification of Directors and Officers | A corporation is generally permitted to indemnify its directors and officers acting in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation. | A Cayman Islands company generally may indemnify its directors or officers except with regard to fraud or willful default. | ||
Limited Liability of Directors | Permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with regard to breaches of duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit. | Liability of directors may be unlimited, except with regard to their own fraud or willful default. | ||
Business Combination or Anti- takeover Statutes | Section 203 is a default provision of the DGCL that prohibits a publicly held Delaware corporation from engaging in a business combination, such as a merger, with “interested stockholders” (a person or group owning 15% or more of the corporation’s voting stock) for three years following the date that person becomes an interested stockholder, unless: (i) before such stockholder becomes an “interested stockholder,” the board of directors approves the business combination or the transaction that results in the stockholder becoming an interested stockholder; (ii) upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the outstanding voting stock of the corporation at the time of the transaction (excluding stock owned by certain persons); or (iii) at the time or after the stockholder became an interested stockholder, the board of directors and at least two-thirds of the disinterested outstanding voting stock of the corporation approves the transaction.New Amprius has opted out of the protections of Section 203 of the DGCL. | There are none. |
Name | Age | Position | ||
Dr. Kang Sun | 67 | President, Chief Executive Officer and Class Director | ||
Sandra Wallach | 57 | Chief Financial Officer | ||
Jonathan Bornstein | 64 | Chief Operating Officer | ||
Dr. Ionel Stefan | 50 | Chief Technology Officer | ||
Donald R. Dixon | 74 | Chair and Class Director | ||
Dr. Steven Chu | 74 | Class Director | ||
Dr. Wen Hsieh | 49 | Class Director | ||
Justin Mirro | 53 | Class Director |
Before the Business Combination | After the Business Combination | Before the Business Combination | After the Business Combination | |||||||||||||||||||||||||||||||||||||||||||||
Assuming No Redemption | Assuming Maximum Redemption | Assuming No Redemption | Assuming Maximum Redemption | |||||||||||||||||||||||||||||||||||||||||||||
Name of Beneficial Owner | Number of Kensington Ordinary Shares | % | Number of shares of New Amprius Common Stock | % | Number of shares of New Amprius Common Stock | % | Number of Kensington Ordinary Shares | % | Number of shares of New Amprius Common Stock | % | Number of shares of New Amprius Common Stock | % | ||||||||||||||||||||||||||||||||||||
Five Percent Holders | ||||||||||||||||||||||||||||||||||||||||||||||||
Amprius, Inc. | — | — | 65,619,000 | 66.5 | % | 65,619,000 | 68.5 | % | — | — | 65,620,542 | 66.5 | % | 65,620,542 | 68.5 | % | ||||||||||||||||||||||||||||||||
Kensington Capital Sponsor IV LLC (1)(2)(3) | 13,124,642 | 100 | % | 13,124,642 | 13.3 | % | 13,124,642 | 13.7 | % | 13,124,642 | 100 | % | 13,124,642 | 13.3 | % | 13,124,642 | 13.7 | % | ||||||||||||||||||||||||||||||
Directors and Executive Officers of Kensington | ||||||||||||||||||||||||||||||||||||||||||||||||
Justin Mirro (1)(2)(3) | 13,124,642 | 100 | % | 13,124,642 | 13.3 | % | 13,124,642 | 13.3 | % | 13,124,642 | 100 | % | 13,124,642 | 13.3 | % | 13,124,642 | 13.7 | % | ||||||||||||||||||||||||||||||
Dieter Zetsche (1) | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Robert Remenar (1) | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Simon Boag (1) | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Daniel Huber (1) | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Thomas LaSorda (1) | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Nicole Nason (1) | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Anders Pettersson (1) | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Mitchell Quain (1) | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Donald Runkle (1) | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Matthew Simoncini (1) | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
All Directors and Executive Officers of Kensington as a Group (11 Individuals) | 13,124,642 | 100 | % | 13,124,642 | 13.3 | % | 13,124,642 | 13.7 | % | 13,124,642 | 100 | % | 13,124,642 | 13.3 | % | 13,124,642 | 13.7 | % | ||||||||||||||||||||||||||||||
Directors and Named Executive Officers of New Amprius After the Closing | ||||||||||||||||||||||||||||||||||||||||||||||||
Dr. Kang Sun (4) | — | — | 1,215,194 | 1.2 | % | 1,215,194 | 1.3 | % | — | — | 1,215,194 | 1.2 | % | 1,215,194 | 1.3 | % | ||||||||||||||||||||||||||||||||
Sandra Wallach (5) | — | — | 145,823 | * | 145,823 | * | — | — | 145,823 | * | 145,823 | * | ||||||||||||||||||||||||||||||||||||
Dr. Ionel Stefan (6) | — | — | 821,774 | * | 821,774 | * | — | — | 821,774 | * | 821,774 | * | ||||||||||||||||||||||||||||||||||||
Donald R. Dixon (7) | — | — | 33,835 | * | 33,835 | * | — | — | 33,835 | * | 33,835 | * | ||||||||||||||||||||||||||||||||||||
Dr. Wen Hsieh (8) | — | — | 33,835 | * | 33,835 | * | — | — | 33,835 | * | 33,835 | * | ||||||||||||||||||||||||||||||||||||
Dr. Steven Chu (9) | — | — | 33,835 | * | 33,835 | * | — | — | 33,835 | * | 33,835 | * | ||||||||||||||||||||||||||||||||||||
Justin Mirro (1)(2)(3) | 13,124,642 | 100 | % | 13,124,642 | 13.3 | % | 13,124,642 | 13.7 | % | |||||||||||||||||||||||||||||||||||||||
All Directors and Executive Officers of New Amprius as a Group (7 Individuals) | — | — | 4,471,647 | 4.5 | % | 4,471,647 | 4.7 | % | 13,124,642 | 100 | % | 17,596,289 | 17.0 | % | 17,596,289 | 17.6 | % |
* | Represents beneficial ownership of less than 1%. |
(1) | The business address of each of these entities and individuals is c/o Kensington Capital Acquisition Corp. IV, 1400 Old Country Road, Suite 301, Westbury, NY 11590. |
(2) | The Sponsor is the record holder of such shares. Justin Mirro, Kensington’s Chief Executive Officer and Chairman is the managing member of the managing member of the Sponsor. Consequently, Mr. Mirro may be deemed the beneficial owner of the shares held by the Sponsor and to have voting and dispositive control over such securities. Mr. Mirro disclaims beneficial ownership of any shares other than to the extent he may have a pecuniary interest therein, directly or indirectly. Each of Kensington’s other officers and directors are non-managing members of the Sponsor and has an indirect pecuniary interest in Kensington Class A Ordinary Shares and Kensington Class B Ordinary Shares through his or her interests in the Sponsor. |
(3) | Share numbers do not include the Kensington Ordinary Shares underling the Private Warrants, the Private Warrants to be received upon the conversion of the balance of a working capital loan to Kensington in connection with the Business Combination, or the Public Warrants that were part of the Kensington Original Units purchased by Sponsor pursuant to the IPO. |
(4) | Consists of 1,215,166 shares of New Amprius Common Stock underlying options to be held by Dr. Sun issued in exchange for Amprius Options exercisable within 60 days of June 1, 2022. |
(5) | Consists of 145,820 shares of New Amprius Common Stock underlying options to be held by |
(6) | Consists of 821,755 shares of New Amprius Common Stock underlying options to be held by Dr. Stefan issued in exchange for Amprius Options exercisable within 60 days of June 1, 2022. |
(7) | Consists of 33,834 shares of New Amprius Common Stock underlying options to be held by Mr. Dixon issued in exchange for Amprius Options exercisable within 60 days of June 1, 2022. |
(8) | Consists of 33,834 shares of New Amprius Common Stock underlying options to be held by Dr. Hsieh issued in exchange for Amprius Options exercisable within 60 days of June 1, 2022. |
(9) | Consists of 33,834 shares of New Amprius Common Stock underlying options to be held by Dr. Chu issued in exchange for Amprius Options exercisable within 60 days of June 1, 2022. |
Kensington Original Units | Kensington New Units | Kensington Class 1 Warrants | Kensington Original Units | Kensington New Units | Kensington Class 1 Warrants | |||||||||||||||||||||||||||||||||||||||||||
Quarter Ended | High | Low | High | Low | High | Low | High | Low | High | Low | High | Low | ||||||||||||||||||||||||||||||||||||
2022 | ||||||||||||||||||||||||||||||||||||||||||||||||
First quarter (1) | $ | 10.11 | $ | 9.93 | — | — | — | — | $ | 10.11 | $ | 9.93 | — | — | — | — | ||||||||||||||||||||||||||||||||
Second quarter (2) | $ | $ | $ | $ | $ | $ | $ | 10.29 | $ | 9.98 | $ | 10.90 | $ | 9.50 | $ | 0.59 | $ | 0.25 |
(1) | Reflects the high and low trade prices of Kensington Original Units beginning as of March 2, 2022, the first day that the Kensington Original Units began trading on the NYSE. |
(2) | Reflects the high and low trade prices of Kensington New Units and Kensington Class 1 Warrants beginning as of April 22, 2022, the first day that the Kensington New Units and Kensington Class 1 Warrants began trading on the NYSE. |
Amprius Technologies, Inc. Audited Financial Statements | ||||
F-2 | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-7 |
Amprius Technologies, Inc. Unaudited Condensed Financial Statements | ||||
F-29 | ||||
F-30 | ||||
F-31 | ||||
F-32 | ||||
F-33 |
Kensington Capital Acquisition Corp. IV Audited Financial Statements | ||||
Kensington Capital Acquisition Corp. IV Unaudited Condensed Financial Statements | ||||
2021 | 2020 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash | $ | 11,489 | $ | 2 | ||||
Accounts receivable | 262 | 348 | ||||||
Inventories, net | 500 | 517 | ||||||
Prepaid expenses and other current assets | 156 | 86 | ||||||
Deferred costs, current | 1,769 | 238 | ||||||
Total current assets | 14,176 | 1,191 | ||||||
Deferred costs, noncurrent | 141 | 217 | ||||||
Property and equipment, net | 4,210 | 5,251 | ||||||
Total assets | $ | 18,527 | $ | 6,659 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Notes payable | $ | — | $ | 743 | ||||
Accounts payable | 426 | 2,281 | ||||||
Accrued liabilities | 1,294 | 805 | ||||||
Deferred revenue, current | 2,363 | 116 | ||||||
Other liabilities, current | 85 | — | ||||||
Total current liabilities | 4,168 | 3,945 | ||||||
Deferred revenue, noncurrent | 501 | 1,545 | ||||||
Total liabilities | 4,669 | 5,490 | ||||||
Commitments and contingencies (Note 11) | ||||||||
Stockholders’ equity: | ||||||||
Common stock, $0.00001 par value; 60,000,000 and 50,000,000 shares authorized; 45,176,145 and 45,156,145 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 1 | 1 | ||||||
Additional paid-in capital | 89,258 | 66,673 | ||||||
Accumulated deficit | (75,401 | ) | (65,505 | ) | ||||
Total stockholders’ equity | 13,858 | 1,169 | ||||||
Total liabilities and stockholders’ equity | $ | 18,527 | $ | 6,659 | ||||
2021 | 2020 | |||||||
Revenues | $ | 2,772 | $ | 4,679 | ||||
Cost of revenues | 7,101 | 6,695 | ||||||
Gross loss | (4,329 | ) | (2,016 | ) | ||||
Operating expenses: | ||||||||
Research and development | 1,450 | 1,330 | ||||||
Selling, general and administrative | 4,844 | 4,103 | ||||||
Total operating expenses | 6,294 | 5,433 | ||||||
Loss from operations | (10,623 | ) | (7,449 | ) | ||||
Other income (expense), net: | ||||||||
Interest expense | — | (5 | ) | |||||
Gain on forgiveness of PPP loan | 743 | — | ||||||
Other income (expense), net | (16 | ) | 36 | |||||
Total other income (expense), net | 727 | 31 | ||||||
Net loss | $ | (9,896 | ) | $ | (7,418 | ) | ||
Weighted-average common shares outstanding: | ||||||||
Basic and diluted | 45,170,994 | 45,122,446 | ||||||
Net loss per share of common stock: | ||||||||
Basic and diluted | $ | (0.22 | ) | $ | (0.16 | ) | ||
Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders’ Equity | |||||||||||||||||
Shares | Amount | |||||||||||||||||||
Balance as of January 1, 2020 | 45,106,145 | $ | 1 | $ | 61,761 | $ | (58,087 | ) | $ | 3,675 | ||||||||||
Contributed capital from Parent | — | — | 4,826 | — | 4,826 | |||||||||||||||
Exercise of common stock options | 50,000 | — | 4 | — | 4 | |||||||||||||||
Stock-based compensation | — | — | 42 | — | 42 | |||||||||||||||
Contribution from Parent related to stock-based compensation | — | — | 40 | — | 40 | |||||||||||||||
Net loss | — | — | — | (7,418 | ) | (7,418 | ) | |||||||||||||
Balance as of December 31, 2020 | 45,156,145 | 1 | 66,673 | (65,505 | ) | 1,169 | ||||||||||||||
Contributed capital from Parent | — | — | 20,111 | — | 20,111 | |||||||||||||||
Exercise of common stock options | 20,000 | — | 1 | — | 1 | |||||||||||||||
Stock-based compensation | — | — | 1,000 | — | 1,000 | |||||||||||||||
Contribution from Parent related to stock-based compensation | — | — | 1,473 | — | 1,473 | |||||||||||||||
Net Loss | — | — | — | (9,896 | ) | (9,896 | ) | |||||||||||||
Balance as of December 31, 2021 | 45,176,145 | $ | 1 | $ | 89,258 | $ | (75,401 | ) | $ | 13,858 | ||||||||||
2021 | 2020 | |||||||
Cash flows from operating activities: | ||||||||
Net loss | $ | (9,896 | ) | $ | (7,418 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation | 1,441 | 1,236 | ||||||
Provision for inventory reserve | 75 | 58 | ||||||
Stock-based compensation expense | 2,473 | 82 | ||||||
Loss from disposal of property and equipment | 158 | — | ||||||
Gain on forgiveness of PPP loan | (743 | ) | — | |||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | 86 | (26 | ) | |||||
Inventories | (58 | ) | (135 | ) | ||||
Prepaid expenses and other current assets | (70 | ) | (42 | ) | ||||
Deferred costs | (1,455 | ) | (26 | ) | ||||
Accounts payable | (1,804 | ) | 1,840 | |||||
Accrued liabilities | 489 | (684 | ) | |||||
Deferred revenue | 1,203 | 71 | ||||||
Other liabilities, current | 85 | — | ||||||
Net cash used in operating activities | (8,016 | ) | (5,044 | ) | ||||
Cash flows from investing activities: | ||||||||
Purchase of property and equipment | (609 | ) | (527 | ) | ||||
Net cash used in investing activities | (609 | ) | (527 | ) | ||||
Cash flows from financing activities: | ||||||||
Proceeds from exercise of employee stock options | 1 | 4 | ||||||
Capital contributions from parent | 20,111 | 4,826 | ||||||
Proceeds from notes payable | — | 743 | ||||||
Net cash provided by financing activities | 20,112 | 5,573 | ||||||
Net increase in cash and cash equivalents | 11,487 | 2 | ||||||
Cash, beginning of year | 2 | — | ||||||
Cash, end of year | $ | 11,489 | $ | 2 | ||||
Supplemental disclosures of cash flow information: | ||||||||
Cash paid for income taxes | $ | — | $ | — | ||||
Supplemental disclosure of non-cash investing and financing information: | ||||||||
Property and equipment accrued but unpaid | $ | 51 | $ | 115 | ||||
1. | NATURE OF OPERATIONS |
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Level 1 - | Inputs that are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. |
Level 2 - | Inputs (other than quoted prices included in Level 1) that are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. |
Level 3 - | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, and which reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. |
Pilot production equipment | 4-7 years | |
Lab equipment | 4 years | |
Computers and software | 4 years | |
Furniture and fixtures | 5 years | |
Leasehold improvements | Lesser of their useful lives or the term of the lease |
3. | REVENUE RECOGNITION |
1. | Identify the Contract with the Customer |
2. | Identify the Performance Obligations in the Contract |
3. | Determine the Transaction Price |
4. | Allocate the Transaction Price to the Performance Obligations in the Contract |
5. | Recognize Revenue When, or as, a Performance Obligation is Satisfied |
2021 | 2020 | |||||||
Deferred revenue, beginning of period | $ | 1,661 | $ | 1,591 | ||||
Unconditional rights to invoice but not yet | 1,770 | 1,076 | ||||||
Revenue recognized from prior period deferred | (567 | ) | (1,006 | ) | ||||
Deferred revenue, end of period | $ | 2,864 | $ | 1,661 | ||||
4. | INVENTORY |
2021 | 2020 | |||||||
Raw material | $ | 231 | $ | 245 | ||||
Work in process | 14 | 23 | ||||||
Finished goods | 255 | 249 | ||||||
$ | 500 | $ | 517 | |||||
5. | PROPERTY AND EQUIPMENT, NET |
2021 | 2020 | |||||||
Pilot production equipment | $ | 4,041 | $ | 2,178 | ||||
Lab equipment | 2,287 | 2,313 | ||||||
Leasehold improvements | 3,439 | 3,437 | ||||||
Construction in progress | — | 1,550 | ||||||
Computers and software | 157 | 152 | ||||||
Furniture and fixtures | 85 | 85 | ||||||
10,009 | 9,715 | |||||||
Less: accumulated depreciation and amortization | (5,799 | ) | (4,464 | ) | ||||
Total property and equipment, net | $ | 4,210 | $ | 5,251 | ||||
6. | ACCRUED LIABILITIES |
2021 | 2020 | |||||||
Payroll accrued | $ | 1,066 | $ | 420 | ||||
Accrued expenses | 63 | 247 | ||||||
Deferred rent | 87 | 87 | ||||||
Other accrued liabilities | 78 | 51 | ||||||
$ | 1,294 | $ | 805 | |||||
7. | NOTES PAYABLE |
8. | STOCKHOLDERS’ EQUITY |
Shares Available for Grant | Outstanding Stock Options | Weighted- Average Exercise Price Per Share | Weighted- Average Remaining Contractual Life (Years) | Average Intrinsic Value | ||||||||||||||||
Balance as of January 1, 2020 | 1,927,978 | 8,558,849 | $ | 0.48 | 3.82 | $ | 11,137 | |||||||||||||
Options granted | (1,393,713 | ) | 1,393,713 | 1.73 | — | — | ||||||||||||||
Options exercised | — | (3,000 | ) | 0.03 | — | 1 | ||||||||||||||
Options expired | 1,475,713 | (1,475,713 | ) | 0.10 | — | — | ||||||||||||||
Balance as of December 31, 2020 | 2,009,978 | 8,473,849 | 0.75 | 4.52 | 14,068 | |||||||||||||||
Options granted | (3,609,610 | ) | 3,609,610 | 2.43 | — | — | ||||||||||||||
Options exercised | — | (51,291 | ) | 0.28 | — | 28 | ||||||||||||||
Options expired | 1,975,178 | (1,975,178 | ) | 0.28 | — | — | ||||||||||||||
Balance as of December 31, 2021 | 375,546 | 10,056,990 | $ | 1.49 | 6.53 | $ | 10,995 | |||||||||||||
Options vested and exercisable as of December 31, 2021 | 9,327,678 | $ | 1.46 | 6.35 | $ | 10,401 | ||||||||||||||
Options vested and expected to vest as of December 31, 2021 | 10,056,990 | $ | 1.49 | 6.53 | $ | 10,995 | ||||||||||||||
Shares Available for Grant | Outstanding Stock Options | Weighted- Average Exercise Price Per Share | Weighted- Average Remaining Contractual Life (Years) | Average Intrinsic Value | ||||||||||||||||
Balance as of January 1, 2020 | 772,355 | 4,121,500 | $ | 0.14 | 4.90 | $ | 2,104 | |||||||||||||
Options granted | — | — | — | — | — | |||||||||||||||
Options exercised | — | (50,000 | ) | .07 | — | 29 | ||||||||||||||
Options expired | 135,000 | (135,000 | ) | .51 | — | — | ||||||||||||||
Balance as of December 31, 2020 | 907,355 | 3,936,500 | 0.13 | 3.79 | 9,654 | |||||||||||||||
Shares Authorized | 6,250,000 | — | — | — | — | |||||||||||||||
Options granted | (3,233,224 | ) | 3,233,224 | 2.58 | — | — | ||||||||||||||
Options exercised | — | (20,000 | ) | 0.07 | — | 54 | ||||||||||||||
Options expired | 25,000 | (25,000 | ) | 0.30 | — | — | ||||||||||||||
Balance as of December 31, 2021 | 3,949,131 | 7,124,724 | $ | 1.24 | 5.86 | $ | 16,208 | |||||||||||||
Options vested and exercisable as of December 31, 2021 | 4,360,819 | $ | 0.41 | 3.56 | $ | 13,542 | ||||||||||||||
Options vested and expected to vest as of December 31, 2021 | 7,124,724 | $ | 1.24 | 5.86 | $ | 16,208 | ||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Cost of revenues | $ | 693 | $ | 27 | $ | 693 | �� | $ | 27 | |||||||
Research and development | 233 | 7 | 233 | 7 | ||||||||||||
Sales, general and administrative | 1,547 | 48 | 1,547 | 48 | ||||||||||||
$ | 2,473 | $ | 82 | $ | 2,473 | $ | 82 | |||||||||
2021 | 2020 | |||||||
Dividend yield | — | — | ||||||
Expected volatility | 52.18 | % | 50.27 | % | ||||
Expected term (in years) | 5.01 | 5.75 | ||||||
Risk-free rate | 1.19 | % | 0.14 | % |
2021 | ||||
Dividend yield | — | |||
Expected volatility | 51.75 | % | ||
Expected term (in years) | 5.92 | |||
Risk-free rate | 1.07 | % |
9. | NET LOSS PER SHARE |
2021 | 2020 | |||||||
Numerator: | ||||||||
Net loss | $ | (9,896 | ) | $ | (7,418 | ) | ||
Denominator: | ||||||||
Weighted-average number of common shares outstanding | 45,170,994 | 45,122,446 | ||||||
Basic and diluted net loss per common share | $ | (0.22 | ) | $ | (0.16 | ) | ||
2021 | 2020 | |||||||
Stock options | $ | 7,124,724 | $ | 3,936,500 | ||||
10. | INCOME TAXES |
2021 | 2020 | |||||||
U.S. | $ | (9,896 | ) | $ | (7,623 | ) | ||
2021 | 2020 | |||||||
Statutory rate | 21.00 | % | 21.00 | % | ||||
State tax | 7.14 | % | 7.33 | % | ||||
Tax credits | 0.40 | % | 0.44 | % | ||||
Valuation allowance | (27.48 | %) | (28.41 | %) | ||||
Other | (1.06 | %) | (0.36 | %) | ||||
0.00 | % | 0.00 | % | |||||
2021 | 2020 | |||||||
Deferred tax assets: | ||||||||
Net operating loss carryforwards | $ | 17,646 | $ | 16,296 | ||||
Accruals, reserves and others | 757 | 198 | ||||||
Tax credits | 1,900 | 1,807 | ||||||
Capitalized R&D | 479 | — | ||||||
Total deferred tax assets | 20,782 | 18,301 | ||||||
Deferred tax liabilities: | ||||||||
Property and equipment | (85 | ) | (323 | ) | ||||
Total deferred tax liabilities | (85 | ) | (323 | ) | ||||
Less: valuation allowance | 20,697 | 17,978 | ||||||
Net deferred taxes | $ | — | $ | — | ||||
Amount | Expiration Years | |||||||
Net operating losses, federal (Post December 31, 2017) | $ | 24,759 | Do Not Expire | |||||
Net operating losses, federal (Pre January 1, 2018) | $ | 38,999 | 2028-2037 | |||||
Net operating losses, state | $ | 60,962 | 2029-2041 | |||||
Tax credits, federal | $ | 1,396 | 2034-2041 | |||||
Tax credits, state | $ | 1,440 | N/A |
January 1, 2020 | $ | 648 | ||
Additions based on tax positions related to 2020 | 26 | |||
Additions for tax positions of prior years | — | |||
December 31, 2020 | 674 | |||
Additions based on tax positions related to 2021 | 35 | |||
Additions for tax positions of prior years | — | |||
December 31, 2021 | $ | 709 | ||
11. | COMMITMENTS AND CONTINGENGIES |
Year ending December 31: | ||||
2022 | $ | 525 | ||
2023 | 540 | |||
2024 | 276 | |||
$ | 1,341 | |||
12. | RELATED PARTY TRANSACTIONS |
13. | EMPLOYEE BENEFIT PLAN |
14. | SUBSEQUENT EVENTS |
March 31, 2022 | December 31, 2021 | |||||||
Unaudited | Audited | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash | $ | 8,616 | $ | 11,489 | ||||
Accounts receivable | 471 | 262 | ||||||
Inventories, net | 339 | 500 | ||||||
Prepaid expenses and other current assets | 72 | 156 | ||||||
Deferred costs, current | 1,215 | 1,769 | ||||||
Total current assets | 10,713 | 14,176 | ||||||
Deferred costs, noncurrent | 38 | 141 | ||||||
Other assets | 51 | — | ||||||
Property and equipment, net | 3,882 | 4,210 | ||||||
Right of use asset, net | 2,984 | — | ||||||
Total assets | $ | 17,668 | $ | 18,527 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 371 | $ | 426 | ||||
Accrued liabilities | 960 | 1,294 | ||||||
Deferred revenue, current | 1,221 | 2,363 | ||||||
Operating lease liabilities, current | 510 | — | ||||||
Other liabilities, current | — | 85 | ||||||
Total current liabilities | 3,062 | 4,168 | ||||||
Deferred revenue, noncurrent | 343 | 501 | ||||||
Operating lease liabilities, noncurrent | 2,725 | — | ||||||
Total liabilities | 6,130 | 4,669 | ||||||
Commitments and contingencies (Note 11) | ||||||||
Stockholders’ equity: | ||||||||
Common stock, $0.00001 par value; 60,000,000 authorized at March 31, 2022 and December 31, 2021; 45,179,270 and 45,156,145 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 1 | 1 | ||||||
Additional paid-in capital | 89,969 | 89,258 | ||||||
Accumulated deficit | (78,432 | ) | (75,401 | ) | ||||
Total stockholders’ equity | 11,538 | 13,858 | ||||||
Total liabilities and stockholders’ equity | $ | 17,668 | $ | 18,527 | ||||
Three Months Ended March 31, | ||||||||
2022 | 2021 | |||||||
Unaudited | Unaudited | |||||||
Revenues | $ | 2,110 | $ | 143 | ||||
Cost of revenues | 3,149 | 1,136 | ||||||
Gross loss | (1,039 | ) | (993 | ) | ||||
Operating expenses: | ||||||||
Research and development | 369 | 346 | ||||||
Selling, general and administrative | 1,502 | 521 | ||||||
Total operating expenses | 1,871 | 867 | ||||||
Loss from operations | (2,910 | ) | (1,860 | ) | ||||
Other income (expense), net: | ||||||||
Interest expense | — | (2 | ) | |||||
Other income (expense), net | 32 | (7 | ) | |||||
Total other income (expense), net | 32 | (9 | ) | |||||
Net loss | $ | (2,878 | ) | $ | (1,869 | ) | ||
Weighted-average common shares outstanding: | ||||||||
Basic and diluted | 45,177,881 | 45,156,145 | ||||||
Net loss per share of common stock: | ||||||||
Basic and diluted | $ | (0.06 | ) | $ | (0.04 | ) | ||
Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders’ Equity | |||||||||||||||||
Shares | Amount | |||||||||||||||||||
Balance as of January 1, 2021 | 45,156,145 | $ | 1 | $ | 66,673 | $ | (65,505 | ) | $ | 1,169 | ||||||||||
Contributed capital from Parent | — | — | 3,412 | — | 3,412 | |||||||||||||||
Stock-based compensation | — | — | 9 | — | 9 | |||||||||||||||
Contribution from Parent related to stock-based compensation | — | — | 42 | — | 42 | |||||||||||||||
Net Loss | — | — | — | (1,869 | ) | (1,869 | ) | |||||||||||||
Balance as of March 31, 2021 | 45,156,145 | $ | 1 | $ | 70,136 | $ | (67,374 | ) | $ | 2,763 | ||||||||||
Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders’ Equity | |||||||||||||||||
Shares | Amount | |||||||||||||||||||
Balance as of December 31, 2021 | 45,176,145 | $ | 1 | $ | 89,258 | $ | (75,400 | ) | $ | 13,859 | ||||||||||
Cumulative effect adjustment from adoption of ASC 842 | — | — | — | (154 | ) | (154 | ) | |||||||||||||
Exercise of common stock options | 3,125 | — | 8 | — | 8 | |||||||||||||||
Contributed capital from Parent | — | — | 247 | — | 247 | |||||||||||||||
Stock-based compensation | — | — | 350 | — | 350 | |||||||||||||||
Contribution from Parent related to stock-based compensation | — | — | 106 | — | 106 | |||||||||||||||
Net Loss | — | — | — | (2,878 | ) | (2,878 | ) | |||||||||||||
Balance as of March 31, 2022 | 45,179,270 | $ | 1 | $ | 89,969 | $ | (78,432 | ) | $ | 11,538 | ||||||||||
Three Months Ended March 31, | ||||||||
2022 | 2021 | |||||||
Unaudited | Unaudited | |||||||
Cash flows from operating activities: | ||||||||
Net loss | $ | (2,878 | ) | $ | (1,869 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation | 334 | 316 | ||||||
Provision for inventory reserve | — | 84 | ||||||
Stock-based compensation expense | 456 | 51 | ||||||
Non-cash lease expense | 140 | — | ||||||
Loss from disposal of property and equipment | 24 | — | ||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | (209 | ) | 183 | |||||
Inventories | 161 | (212 | ) | |||||
Prepaid expenses and other assets | 41 | (54 | ) | |||||
Deferred costs | 657 | (353 | ) | |||||
Accounts payable | (51 | ) | (1,892 | ) | ||||
Accrued liabilities | (247 | ) | 48 | |||||
Deferred revenue | (1,300 | ) | 278 | |||||
Other liabilities, current | (85 | ) | 77 | |||||
Operating lease liabilities | (86 | ) | — | |||||
Net cash used in operating activities | (3,043 | ) | (3,343 | ) | ||||
Cash flows from investing activities: | ||||||||
Purchase of property and equipment | (34 | ) | (60 | ) | ||||
Net cash used in investing activities | (34 | ) | (60 | ) | ||||
Cash flows from financing activities: | ||||||||
Proceeds from exercise of employee stock options | 8 | — | ||||||
Capital contributions from Parent | 247 | 3,413 | ||||||
Payments of deferred offering costs | (51 | ) | — | |||||
Net cash provided by financing activities | 204 | 3,413 | ||||||
Net (decrease) increase in cash and cash equivalents | (2,873 | ) | 10 | |||||
Cash, beginning of period | 11,489 | 2 | ||||||
Cash, end of period | $ | 8,616 | $ | 12 | ||||
Supplemental disclosures of cash flow information: | ||||||||
Cash paid for income taxes | $ | — | $ | — | ||||
Supplemental disclosure of non-cash investing and financing information: | ||||||||
Property and equipment accrued but unpaid | $ | 4 | $ | 46 | ||||
Operating lease liabilities and right-of-use of Topic 842 | $ | 3,256 | N/A | |||||
1. | ORGANIZATION |
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
3. | REVENUE RECOGNITION |
1. | Identify the Contract with the Customer |
2. | Identify the Performance Obligations in the Contract |
3. | Determine the Transaction Price |
4. | Allocate the Transaction Price to the Performance Obligations in the Contract |
5. | Recognize Revenue When, or as, a Performance Obligation is Satisfied |
March 31, 2022 | December 31, 2021 | |||||||
Deferred revenue, beginning of period | $ | 2,864 | $ | 1,661 | ||||
Unconditional rights to invoice but not yet recognized | 68 | 1,770 | ||||||
Revenue recognized from prior period deferred | (1,368 | ) | (567 | ) | ||||
Deferred revenue, end of period | $ | 1,564 | $ | 2,864 | ||||
4. | INVENTORY |
March 31, 2022 | December 31, 2021 | |||||||
Raw materials | $ | 185 | $ | 231 | ||||
Work in process | 50 | 14 | ||||||
Finished goods | 104 | 255 | ||||||
$ | 339 | $ | 500 | |||||
5. | PROPERTY AND EQUIPMENT, NET |
March 31, 2022 | December 31, 2021 | |||||||
Pilot production equipment | $ | 4,112 | $ | 4,041 | ||||
Lab equipment | 2,289 | 2,287 | ||||||
Leasehold improvements | 3,438 | 3,439 | ||||||
Computers and software | 21 | 157 | ||||||
Furniture and fixtures | 85 | 85 | ||||||
9,945 | 10,009 | |||||||
Less: accumulated depreciation and amortization | (6,063 | ) | (5,799 | ) | ||||
Property and equipment, net | $ | 3,882 | $ | 4,210 | ||||
6. | ACCRUED LIABILITIES |
March 31, 2022 | December 31, 2021 | |||||||
Payroll accruals | $ | 676 | $ | 1,066 | ||||
Accrued expenses | 248 | 63 | ||||||
Deferred rent | — | 87 | ||||||
Other accrued liabilities | 36 | 78 | ||||||
$ | 960 | $ | 1,294 | |||||
7. | STOCKHOLDERS’ EQUITY |
Shares Available for Grant | Outstanding Stock Options | Weighted- Average Exercise Price Per Share | Weighted- Average Remaining Contractual Life (Years) | Average Intrinsic Value | ||||||||||||||||
Balance as of January 1, 2022 | 375,546 | 10,056,990 | $ | 1.49 | 6.53 | $ | 10,995 | |||||||||||||
Options granted | — | — | — | — | — | |||||||||||||||
Options exercised | — | — | — | — | — | |||||||||||||||
Options expired | — | — | — | — | — | |||||||||||||||
Balance as of March 31, 2022 | 375,546 | 10,056,990 | $ | 1.49 | 6.28 | $ | 10,815 | |||||||||||||
Options vested and exercisable as of March 31, 2022 | 9,467,954 | $ | 1.48 | 6.23 | $ | 10,503 | ||||||||||||||
Options vested and expected to vest as of March 31, 2022 | 10,056,990 | $ | 1.49 | 6.28 | $ | 10,815 | ||||||||||||||
Shares Available for Grant | Outstanding Stock Options | Weighted- Average Exercise Price Per Share | Weighted- Average Remaining Contractual Life (Years) | Average Intrinsic Value | ||||||||||||||||
Balance as of January 1, 2022 | 3,949,131 | 7,124,724 | $ | 1.24 | 5.86 | $ | 16,208 | |||||||||||||
Options granted | — | — | — | — | — | |||||||||||||||
Options exercised | — | (3,125 | ) | 2.58 | — | — | ||||||||||||||
Options expired | 9,375 | (9,375 | ) | 2.58 | — | — | ||||||||||||||
Balance as of March 31, 2022 | 3,958,506 | 7,112,224 | $ | 1.24 | 5.61 | $ | 18,152 | |||||||||||||
Options vested and exercisable as of March 31, 2022 | 4,541,573 | $ | 0.49 | 3.53 | $ | 15,006 | ||||||||||||||
Options vested and expected to vest as of March 31, 2022 | 7,112,224 | $ | 1.24 | 5.61 | $ | 18,152 | ||||||||||||||
Three Months Ended March 31, | ||||||||
2022 | 2021 | |||||||
Cost of revenues | $ | 113 | $ | 5 | ||||
Research and development | 6 | 1 | ||||||
Sales, general and administrative | 337 | 45 | ||||||
$ | 456 | $ | 51 | |||||
Three Months Ended March 31, 2021 | ||||
Dividend yield | — | |||
Expected volatility | 52.52 | % | ||
Expected term (years) | 6.25 | |||
Risk free interest rate | 1.17 | % |
Three Months Ended March 31, 2021 | ||||
Dividend yield | — | |||
Expected volatility | 52.03 | % | ||
Expected term (years) | 5.84 | |||
Risk free interest rate | 1.07 | % |
8. | NET LOSS PER SHARE |
Three Months Ended March 31, | ||||||||
2022 | 2021 | |||||||
Numerator: | ||||||||
Net loss | $ | (2,878 | ) | (1,869 | ) | |||
Denominator: | ||||||||
Weighted average number of common shares outstanding | 45,177,881 | 45,156,145 | ||||||
Basic and diluted net loss per common share | $ | (0.06 | ) | $ | (0.04 | ) | ||
Three Months Ended March 31, | ||||||||
2022 | 2021 | |||||||
Stock options | 7,112,224 | 3,922,125 | ||||||
9. | INCOME TAXES |
10. | LEASES |
Amount | ||||
Year Ending December 31: | ||||
2022 (remaining nine months) | $ | 396 | ||
2023 | 540 | |||
2024 | 565 | |||
2025 | 586 | |||
2026 | 604 | |||
2027 and thereafter | 1,588 | |||
Total future minimum lease payments | 4,279 | |||
Less: interest | (1,044 | ) | ||
Present value of future minimum lease payments under operating lease liabilities | $ | 3,235 | ||
March 31, 2022 | ||||
Remaining lease term under operating ROU leases (in years) | 7.3 | |||
Discount rate for operating lease liabilities | 7.9 | % |
11. | COMMITMENTS AND CONTINGENCIES |
12. | RELATED PARTY TRANSACTIONS |
13. | EMPLOYEE BENEFIT PLAN |
14. | SUBSEQUENT EVENTS |
Assets | ||||
Current assets: | ||||
Cash | $ | 77,151 | ||
Total current assets | 77,151 | |||
Deferred offering costs associated with proposed public offering | 307,243 | |||
Total Assets | $ | 384,394 | ||
Liabilities and Shareholders’ Deficit | ||||
Current liabilities: | ||||
Accounts payable | $ | 63,628 | ||
Accrued expenses | 155,077 | |||
Note payable - related party | 200,000 | |||
Total current liabilities | 418,705 | |||
Commitments and Contingencies | ||||
Shareholders’ Deficit | ||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; NaN issued and outstanding | 0— | |||
Class A ordinary shares, $0.0001 par value; 100,000,000 shares authorized; NaN issued and outstanding | 0— | |||
Class B ordinary shares, $0.0001 par value; 10,000,000 shares authorized; 9,857,142 shares issued and outstanding (1) | 986 | |||
Additional paid-in capital | 24,014 | |||
Accumulated deficit | (59,311 | ) | ||
Total shareholders’ Deficit | (34,311 | ) | ||
Total Liabilities and Shareholders’ Deficit | $ | 384,394 | ||
(1) | This number includes up to 1,285,714 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. |
Formation and General and administrative expenses | $ | 59,311 | ||
Net loss | $ | (59,311 | ) | |
Weighted average Class B ordinary shares outstanding, basic and diluted (1) | 8,571,428 | |||
Basic and diluted net loss per ordinary share | $ | (0.01 | ) | |
(1) | This number excludes an aggregate of up to 1,285,714 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. |
Ordinary Shares | Additional Paid-In Capital | Accumulated Deficit | Total Shareholders’ Deficit | |||||||||||||||||||||||||
Class A | Class B | |||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance—March 19, 2021 (inception) | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Issuance of Class B ordinary shares to Sponsor (1) | — | — | 9,857,142 | 986 | 24,014 | — | 25,000 | |||||||||||||||||||||
Net loss | — | — | — | — | — | (59,311 | ) | | (59,311 | ) | ||||||||||||||||||
Balance—December 31, 2021 | — | $ | — | 9,857,142 | $ | 986 | $ | 24,014 | $ | (59,311 | ) | $ | (34,311 | ) | ||||||||||||||
(1) | This number includes up to 1,285,714 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. |
Cash Flows from Operating Activities: | ||||
Net loss | $ | (59,311 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
General and administrative expenses paid by related party in exchange for issuance of Class B ordinary shares | 25,000 | |||
Changes in operating assets and liabilities: | ||||
Accounts payable | 13,628 | |||
Accrued expenses | 20,683 | |||
Net cash used in operating activities | — | |||
Cash Flows from Financing Activities: | ||||
Proceeds from note payable to related party | 200,000 | |||
Payment of deferred offering costs | (122,849 | ) | ||
Net cash provided by financing activities | 77,151 | |||
Net change in cash | 77,151 | |||
Cash—beginning of the period | — | |||
Cash—end of the period | $ | 77,151 | ||
Supplemental disclosure of non-cash investing and financing activities: | ||||
Deferred offering costs included in accounts payable | $ | 50,000 | ||
Deferred offering costs included in accrued expenses | $ | 134,394 |
March 31, 2022 | December 31, 2021 | |||||||
(Unaudited) | ||||||||
Assets | ||||||||
Current assets: | ||||||||
Cash | $ | 2,650,976 | $ | 77,151 | ||||
Prepaid expenses | 350,005 | — | ||||||
Total current assets | 3,000,981 | 77,151 | ||||||
Investments held in Trust Account | 230,032,549 | — | ||||||
Offering costs associated with initial public offering | — | 307,243 | ||||||
Total Assets | $ | 233,033,530 | $ | 384,394 | ||||
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 71,138 | $ | 63,628 | ||||
Accrued expenses | 149,103 | 155,077 | ||||||
Note payable—related party | — | 200,000 | ||||||
Total current liabilities | 220,241 | 418,705 | ||||||
Derivative warrant liabilities | 15,600,000 | — | ||||||
Deferred underwriting fees | 8,050,000 | — | ||||||
Working Capital Loan—related party | 200,000 | — | ||||||
Total liabilities | 24,070,241 | 418,705 | ||||||
Commitments and Contingencies | 0 | 0 | ||||||
Class A ordinary shares subject to possible redemption; 23,000,000 and -0- $10.00 per share at March 31, 2022 and December 31, 2021 | 230,000,000 | — | ||||||
Shareholders’ Deficit: | ||||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; NaN issued or outstanding at March 31, 2022 and December 31, 2021 | 0— | 0— | ||||||
Class A ordinary shares, $0.0001 par value; 100,000,000 shares authorized; 0 non-redeemable sharesissued or outstanding at March 31, 2022 and December 31, 2021 | 0— | 0— | ||||||
Class B ordinary shares, $0.0001 par value; 10,000,000 shares authorized; 9,857,142 shares outstanding at March 31, 2022 and December 31, 2021 | 986 | 986 | ||||||
Additional paid-in capital | — | 24,014 | ||||||
Accumulated deficit | (21,037,697 | ) | (59,311 | ) | ||||
Total shareholders’ deficit | (21,036,711 | ) | (34,311 | ) | ||||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | $ | 233,033,530 | $ | 384,394 | ||||
For The Three Months Ended March 31, 2022 | For The Period From March 19, 2021 (Inception) Through March 31, 2021 | |||||||
General and administrative expenses | $ | 94,404 | $ | 25,822 | ||||
Administrative expenses—related party | 20,000 | — | ||||||
Loss from operations | (114,404 | ) | (25,822 | ) | ||||
Other income (expenses): | ||||||||
Change in fair value of derivative warrant liabilities | 390,000 | — | ||||||
Income from investments held in Trust Account | 32,549 | — | ||||||
Offering costs associated with derivative warrant liabilities | (563,980 | ) | — | |||||
Total other income (expenses) | (141,431 | ) | — | |||||
Net loss | $ | (255,835 | ) | $ | (25,822 | ) | ||
Weighted average shares outstanding of Class A ordinary share, basic and diluted | 7,155,556 | — | ||||||
Basic and diluted net loss per share, Class A ordinary share | $ | (0.02 | ) | $ | — | |||
Weighted average shares outstanding of Class B ordinary share, basic and diluted | 8,971,428 | 659,341 | ||||||
Basic and diluted net loss per share, Class B ordinary share | $ | (0.02 | ) | $ | (0.04 | ) | ||
Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders’ Deficit | |||||||||||||||||||||||||
Class A | Class B | |||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance—December 31, 2021 | — | $ | — | 9,857,142 | $ | 986 | $ | 24,014 | $ | (59,311 | ) | $ | (34,311 | ) | ||||||||||||||
Excess of cash received over fair value of private placement warrants | — | — | — | — | 1,440,000 | — | 1,440,000 | |||||||||||||||||||||
Remeasurement of Class A ordinary shares to redemption amount | — | — | — | — | (1,464,014 | ) | (20,722,551 | ) | (22,186,565 | ) | ||||||||||||||||||
Net loss | — | — | — | — | — | (255,835 | ) | (255,835 | ) | |||||||||||||||||||
Balance—March 31, 2022 (Unaudited) | — | $ | — | 9,857,142 | $ | 986 | $ | — | $ | (21,037,697 | ) | $ | (21,036,711 | ) | ||||||||||||||
Ordinary Shares | Additional Paid-in Capital | Total Shareholders’ Deficit | ||||||||||||||||||||||||||
Class A | Class B | Accumulated Deficit | ||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance—March 19, 2021 (Inception) | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Issuance of Class B ordinary shares to Sponsor | — | — | 9,857,142 | 986 | 24,014 | — | 25,000 | |||||||||||||||||||||
Net loss | — | — | — | — | — | (25,822 | ) | (25,822 | ) | |||||||||||||||||||
Balance—March 31, 2021 (Unaudited) | — | $ | — | 9,857,142 | $ | 986 | $ | 24,014 | $ | (25,822 | ) | $ | (822 | ) | ||||||||||||||
For The Three Months Ended March 31, 2022 | For The Period From March 19, 2021 (Inception) Through March 31, 2021 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net loss | $ | (255,835 | ) | $ | (25,822 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
General and administrative expenses paid by related party in exchange for issuance of Class B ordinary shares | — | 25,000 | ||||||
Change in fair value of derivative warrant liabilities | (390,000 | ) | ||||||
Offering costs associated with derivative warrant liabilities | 563,980 | — | ||||||
Income from investments held in Trust Account | (32,549 | ) | ||||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | (350,005 | ) | — | |||||
Accounts payable | 57,510 | — | ||||||
Accrued expenses | (6,581 | ) | 822 | |||||
Net cash used in operating activities | (413,480 | ) | — | |||||
Cash Flows from Investing Activities | ||||||||
Cash deposited in Trust Account | (230,000,000 | ) | — | |||||
Net cash used in investing activities | (230,000,000 | ) | — | |||||
Cash Flows from Financing Activities: | ||||||||
Proceeds received from initial public offering, gross | 230,000,000 | — | ||||||
Proceeds received from private placement | 8,000,000 | — | ||||||
Offering costs paid | (5,012,695 | ) | — | |||||
Net cash provided by financing activities | 232,987,305 | — | ||||||
Net change in cash | 2,573,825 | — | ||||||
Cash—beginning of the period | 77,151 | — | ||||||
Cash—end of the period | $ | 2,650,976 | $ | — | ||||
Supplemental disclosure of non-cash financing activities: | ||||||||
Offering costs included in accrued expenses | $ | 126,000 | $ | 39,266 | ||||
Deferred underwriting commissions | $ | 8,050,000 | $ | — |
Gross proceeds | $ | 230,000,000 | ||
Less: | ||||
Proceeds allocated to Class 1 Warrants | (9,430,000 | ) | ||
Issuance costs allocated to Class A ordinary shares | (12,756,565 | ) | ||
Plus: | ||||
Remeasurement of carrying value to redemption value | 22,186,565 | |||
Class A ordinary shares subject to possible redemption | $ | 230,000,000 | ||
For The Three Months Ended March 31, 2022 | For The Period From March 19, 2021 (Inception) Through March 31, 2021 | |||||||||||
Class A | Class B | Class B | ||||||||||
Basic and diluted net loss per ordinary share: | ||||||||||||
Numerator: | ||||||||||||
Allocation of net loss | $ | (113,514 | ) | $ | (142,321 | ) | $ | (25,822 | ) | |||
Denominator: | ||||||||||||
Basic and diluted weighted average ordinary shares outstanding | 7,155,556 | 8,971,428 | 659,341 | |||||||||
Basic and diluted net loss per ordinary share | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.04 | ) | |||
Description | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||
Assets: | ||||||||||||
Investments held in Trust Account—U.S. Treasury Securities (1) | $ | 230,030,808 | $ | — | $ | — | ||||||
Liabilities: | ||||||||||||
Derivative warrant liabilities—Class 1 Warrants | $ | — | $ | — | $ | 9,200,000 | ||||||
Derivative warrant liabilities—Private Placement Warrants | $ | — | $ | — | $ | 6,400,000 |
(1) | Excludes $1,741 of cash balance held within the Trust Account |
As of March 4, 2022 | As of March 31, 2022 | |||||||
Exercise price | $ | 11.50 | $ | 11.50 | ||||
Stock price | $ | 9.18 | $ | 9.22 | ||||
Term (years) | 6.0 | 6.0 | ||||||
Volatility | 8.9 | % | 7.5 | % | ||||
Risk-free rate | 1.87 | % | 2.41 | % | ||||
Dividend yield | 0.0 | % | 0.0 | % |
Page | ||||
ARTICLE I. DEFINITIONS | A-2 | |||
SECTION 1.01. Certain Definitions | A-2 | |||
SECTION 1.02. Further Definitions | A-10 | |||
SECTION 1.03. Construction | A-12 | |||
ARTICLE II. DOMESTICATION; AGREEMENT AND PLAN OF MERGER | A-12 | |||
SECTION 2.01. Domestication | A-12 | |||
SECTION 2.02. The Merger | A-13 | |||
SECTION 2.03. Effective Time; Closing | A-13 | |||
SECTION 2.04. Effect of the Merger | A-13 | |||
SECTION 2.05. Certificate of Incorporation; Bylaws | A-13 | |||
SECTION 2.06. Directors and Officers | A-13 | |||
ARTICLE III. CONVERSION OF SECURITIES; EXCHANGE OF COMPANY COMMON STOCK | A-14 | |||
SECTION 3.01. Conversion of Securities | A-14 | |||
SECTION 3.02. Exchange of Company Common Stock | A-14 | |||
SECTION 3.03. Stock Transfer Books | A-16 | |||
SECTION 3.04. Payment of Expenses | A-16 | |||
SECTION 3.05. Appraisal Rights | A-17 | |||
SECTION 3.06. Calculation of Exchange Ratio | A-17 | |||
ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF THE COMPANY | A-18 | |||
SECTION 4.01. Organization and Qualification; Subsidiaries | A-18 | |||
SECTION 4.02. Organizational Documents | A-19 | |||
SECTION 4.03. Capitalization | A-19 | |||
SECTION 4.04. Authority Relative to this Agreement | A-20 | |||
SECTION 4.05. No Conflict; Required Filings and Consents | A-20 | |||
SECTION 4.06. Permits; Compliance | A-21 | |||
SECTION 4.07. Financial Statements | A-21 | |||
SECTION 4.08. Absence of Certain Changes or Events | A-22 | |||
SECTION 4.09. Absence of Litigation | A-22 | |||
SECTION 4.10. Employee Benefit Plans | A-22 | |||
SECTION 4.11. Labor and Employment Matters | A-24 | |||
SECTION 4.12. Real Property; Title to Assets | A-25 | |||
SECTION 4.13. Intellectual Property Rights | A-25 | |||
SECTION 4.14. Taxes | A-28 | |||
SECTION 4.15. Environmental Matters | A-29 | |||
SECTION 4.16. Material Contracts | A-30 | |||
SECTION 4.17. Insurance | A-31 | |||
SECTION 4.18. Board Approval; Vote Required | A-31 | |||
SECTION 4.19. Certain Business Practices | A-31 | |||
SECTION 4.20. Trade Compliance | A-31 | |||
SECTION 4.21. Interested Party Transactions | A-32 | |||
SECTION 4.22. Exchange Act | A-32 | |||
SECTION 4.23. Brokers | A-32 | |||
SECTION 4.24. Exclusivity of Representations and Warranties | A-32 |
ARTICLE V. REPRESENTATIONS AND WARRANTIES OF KCOMPANY AND MERGER SUB | A-33 | |||
SECTION 5.01. Corporate Organization | A-33 | |||
SECTION 5.02. Organizational Documents | A-33 | |||
SECTION 5.03. Capitalization | A-33 | |||
SECTION 5.04. Authority Relative to This Agreement | A-34 | |||
SECTION 5.05. No Conflict; Required Filings and Consents | A-35 | |||
SECTION 5.06. Compliance | A-35 | |||
SECTION 5.07. SEC Filings; Financial Statements; Sarbanes-Oxley | A-35 | |||
SECTION 5.08. Absence of Certain Changes or Events | A-37 | |||
SECTION 5.09. Absence of Litigation | A-37 | |||
SECTION 5.10. Board Approval; Vote Required | A-37 | |||
SECTION 5.11. No Prior Operations of Merger Sub | A-38 | |||
SECTION 5.12. Brokers | A-38 | |||
SECTION 5.13. Kcompany Trust Fund | A-38 | |||
SECTION 5.14. Employees | A-39 | |||
SECTION 5.15. Taxes | A-39 | |||
SECTION 5.16. Defense Production Act | A-40 | |||
SECTION 5.17. Listing | A-40 | |||
SECTION 5.18. Kcompany and Merger Sub’s Investigation and Reliance | A-41 | |||
SECTION 5.19. Affiliate Agreements | A-41 | |||
ARTICLE VI. CONDUCT OF BUSINESS PENDING THE MERGER | A-41 | |||
SECTION 6.01. Conduct of Business by the Company Pending the Merger | A-41 | |||
SECTION 6.02. Conduct of Business by Kcompany and Merger Sub Pending the Merger | A-43 | |||
SECTION 6.03. Financing | A-44 | |||
SECTION 6.04. Claims Against Trust Account | A-45 | |||
ARTICLE VII. ADDITIONAL AGREEMENTS | A-45 | |||
SECTION 7.01. Proxy Statement; Registration Statement | A-45 | |||
SECTION 7.02. Kcompany Shareholders’ Meeting; and Merger Sub Stockholder’s Approval | A-47 | |||
SECTION 7.03. Company Stockholders’ Written Consent | A-48 | |||
SECTION 7.04. Access to Information; Confidentiality | A-48 | |||
SECTION 7.05. Company Solicitation | A-48 | |||
SECTION 7.06. Kcompany Exclusivity | A-49 | |||
SECTION 7.07. Employee Benefits Matters | A-50 | |||
SECTION 7.08. Directors’ and Officers’ Indemnification | A-50 | |||
SECTION 7.09. Notification of Certain Matters | A-51 | |||
SECTION 7.10. Further Action; Reasonable Best Efforts | A-51 | |||
SECTION 7.11. Public Announcements | A-52 | |||
SECTION 7.12. Tax Matters | A-52 | |||
SECTION 7.13. Stock Exchange Listing | A-53 | |||
SECTION 7.14. Antitrust | A-53 | |||
SECTION 7.15. PCAOB Financials | A-54 | |||
SECTION 7.16. Trust Account | A-54 | |||
SECTION 7.17. Governance Matters | A-54 | |||
SECTION 7.18. Public Filings | A-55 | |||
SECTION 7.19. Section 16 Matters | A-55 | |||
SECTION 7.20. Transaction Litigation | A-55 | |||
SECTION 7.21. Registration Rights Agreement | A-55 |
ARTICLE VIII. CONDITIONS TO THE MERGER | A-55 | |||
SECTION 8.01. Conditions to the Obligations of Each Party | A-55 | |||
SECTION 8.02. Conditions to the Obligations of Kcompany and Merger Sub | A-56 | |||
SECTION 8.03. Conditions to the Obligations of the Company | A-57 | |||
ARTICLE IX. TERMINATION, AMENDMENT AND WAIVER | A-58 | |||
SECTION 9.01. Termination | A-58 | |||
SECTION 9.02. Effect of Termination | A-59 | |||
ARTICLE X. GENERAL PROVISIONS | A-59 | |||
SECTION 10.01. Notices | A-59 | |||
SECTION 10.02. Nonsurvival of Representations, Warranties and Covenants | A-60 | |||
SECTION 10.03. Severability | A-60 | |||
SECTION 10.04. Entire Agreement; Assignment | A-60 | |||
SECTION 10.05. Parties in Interest | A-60 | |||
SECTION 10.06. Governing Law | A-60 | |||
SECTION 10.07. Waiver of Jury Trial | A-61 | |||
SECTION 10.08. Headings | A-61 | |||
SECTION 10.09. Counterparts | A-61 | |||
SECTION 10.10. Specific Performance | A-61 | |||
SECTION 10.11. Expenses | A-61 | |||
SECTION 10.12. Amendment | A-61 | |||
SECTION 10.13. Waiver | A-62 |
EXHIBIT A | Form of Kcompany Certificate | |||
EXHIBIT B | Form of Kcompany Bylaws | |||
EXHIBIT C | Form of Registration Rights Agreement | |||
EXHIBIT D | Form of Kcompany Equity Plan | |||
EXHIBIT E | Form of Kcompany ESPP | |||
EXHIBIT F | Form of Tax Sharing Agreement | |||
SCHEDULE A | Key Company Stockholders | |||
SCHEDULE B | Company Knowledge Parties |
Defined Term | Location of Definition | |||
Accounting Firm | 3.06(e) | |||
Action | 4.09 | |||
Additional Proposal | 7.01(a) | |||
Adjournment Proposal | 7.01(a) | |||
Agreement | Preamble | |||
Alternative Transaction | 7.06 | |||
Anticipated Closing Date | 3.06(a) | |||
Antitrust Laws | 7.14(a) | |||
Blue Sky Laws | 4.05(b) | |||
Book-Entry Shares | 3.01(a)(i) | |||
Certificate of Merger | 2.03(a) | |||
Charter Proposal | 7.01(a) | |||
Claims | 6.03 | |||
Closing | 2.03(b) | |||
Closing Date | 2.03(b) | |||
Company | Preamble | |||
Company Board | Recitals | |||
Company Board Approval | 4.18 | |||
Company Disclosure Schedule | Article IV | |||
Company Permits | 4.06 | |||
Company Stockholder Approval | 4.18 | |||
Confidentiality Agreement | 7.04(b) | |||
Copyleft Terms | 4.13(g) | |||
Data Security Requirements | 4.13(i) | |||
December Balance Sheet | 4.07(a) | |||
Defending Party | 7.20 | |||
Determination Date | 3.06(a) | |||
DGCL | Recitals, Recitals | |||
Dispute Notice | 3.06(b) | |||
Domestication | Recitals | |||
Domestication Proposal | 7.01(a) | |||
DPA | 5.16 | |||
DTC | 3.02(b) | |||
Effect | 1.01 | |||
Effective Time | 2.03(a) | |||
Environmental Permits | 4.15(e) | |||
Equity Plan | 7.07(a) | |||
ERISA | 4.10(a) | |||
ERISA Affiliate | 4.10(c) | |||
ESPP | 7.07(b) | |||
Exchange Act | 4.22 | |||
Exchange Agent | 3.02(a) | |||
Exchange Fund | 3.02(a) | |||
Exchange Ratio Announcement | 7.01(d) | |||
Exchange Ratio Calculation | 3.06(a) | |||
Extended Outside Date | 9.01(b) |
GAAP | 4.07(a) | |||
Governmental Authority | 4.05(b) | |||
Holdco Option | 3.01(a)(iv) | |||
Intended Tax Treatment | Recitals | |||
IP Licenses | 4.13(c) | |||
IRS | 4.10(g) | |||
Kcompany | Preamble | |||
Kcompany Affiliate Agreement | 5.19 | |||
Kcompany Board | Recitals | |||
Kcompany Bylaws | Recitals | |||
Kcompany Certificate | Recitals | |||
Kcompany Disclosure Schedule | Article V | |||
Kcompany Plan | 5.14 | |||
Kcompany Proposals | 7.01(a) | |||
Kcompany SEC Reports | 5.07(a) | |||
Kcompany Shareholder Approval | 5.10(b) | |||
Kcompany Stock Proposal | 7.01(a) | |||
Law | 4.05(a) | |||
Lease | 4.12(b) | |||
Material Contracts | 4.16(a) | |||
Merger | Recitals | |||
Merger Sub | Preamble | |||
Merger Sub Board | Recitals | |||
Merger Sub Common Stock | 5.03(b) | |||
New Kcompany Common Stock | Recitals | |||
Outside Date | 9.01(b) | |||
Outstanding Company Transaction Expenses | 3.04(a) | |||
Outstanding Kcompany Transaction Expenses | 3.04(b) | |||
PCAOB Financials | 7.15 | |||
Plan | 4.10(a) | |||
Proxy Statement | 7.01(a) | |||
Registration Rights Agreement | Recitals | |||
Registration Statement | 7.01(a) | |||
Regulatory Filing | 7.10(c) | |||
Remedies Exceptions | 4.04 | |||
Representatives | 7.04(a) | |||
Response Date | 3.06(b) | |||
SEC | 5.07(a) | |||
Securities Act | 5.07(a) | |||
Stockholder Support Agreement | Recitals, Recitals | |||
Surviving Corporation | 2.02 | |||
Tax | 4.14(d) | |||
Tax Proceeding | 7.12(b) | |||
Tax Return | 4.14(d) | |||
Tax Sharing Agreement | Recitals | |||
Taxes | 4.14(d) | |||
Terminating Company Breach | 9.01(f) | |||
Terminating Kcompany Breach | 9.01(g) | |||
Transaction Proposal | 7.01(a) | |||
Trust Account | 5.13 | |||
Trust Agreement | 5.13 | |||
Trust Fund | 5.13 |
Trustee | 5.13 | |||
Unaudited Financial Statements | 4.07(a) | |||
WARN Act | 4.11(g) | |||
Written Consent | 7.03 |
4.07(a) | ||||
4.05(b) | ||||
3.01(a)(iv) | ||||
Intended Tax Treatment | Recitals | |||
IP Licenses | 4.13(c) | |||
IRS | 4.10(g) | |||
Kcompany | Preamble | |||
Kcompany Affiliate Agreement | 5.19 | |||
Kcompany Board | Recitals | |||
Kcompany Bylaws | Recitals | |||
Kcompany Certificate | Recitals | |||
Kcompany Disclosure Schedule | Article V | |||
Kcompany Plan | 5.14 | |||
Kcompany Proposals | 7.01(a) | |||
Kcompany SEC Reports | 5.07(a) | |||
Kcompany Shareholder Approval | 5.10(b) | |||
Kcompany Stock Proposal | 7.01(a) | |||
Law | 4.05(a) | |||
Lease | 4.12(b) | |||
Material Contracts | 4.16(a) | |||
Merger | Recitals | |||
Merger | Preamble | |||
Merger Sub | Recitals | |||
5.03(b) | ||||
Recitals | ||||
Outside Date | 9.01(b) | |||
Outstanding Company Transaction Expenses | 3.04(a) | |||
Outstanding Kcompany Transaction Expenses | 3.04(b) | |||
PCAOB Financials | 7.15 | |||
Plan | 4.10(a) | |||
Proxy Statement | 7.01(a) | |||
Registration Rights Agreement | Recitals | |||
Registration Statement | 7.01(a) | |||
Regulatory Filing | 7.10(c) | |||
Remedies Exceptions | 4.04 | |||
Representatives | 7.04(a) | |||
Response Date | 3.06(b) | |||
SEC | 5.07(a) | |||
Securities Act | 5.07(a) | |||
Stockholder Support Agreement | Recitals, Recitals | |||
Surviving Corporation | 2.02 | |||
Tax | 4.14(d) | |||
Tax Proceeding | 7.12(b) | |||
Tax Return | 4.14(d) | |||
Tax Sharing Agreement | Recitals | |||
Taxes | 4.14(d) | |||
Terminating Company Breach | 9.01(f) | |||
Terminating Kcompany Breach | 9.01(g) | |||
Transaction Proposal | 7.01(a) | |||
Trust Account | 5.13 | |||
Trust Agreement | 5.13 | |||
Trust Fund | 5.13 |
Trustee | 5.13 | |||
4.07(a) | ||||
4.11(g) | ||||
7.03 |
4.07(a) | ||||
Governmental Authority | 4.05(b) | |||
Holdco Option | 3.01(a)(iv) | |||
Intended Tax Treatment | Recitals | |||
IP Licenses | 4.13(c) | |||
IRS | 4.10(g) | |||
Kcompany | Preamble | |||
Kcompany | 5.19 | |||
Kcompany Board | Recitals | |||
Kcompany Bylaws | Recitals | |||
Kcompany Certificate | Recitals | |||
Kcompany Disclosure Schedule | Article V | |||
Kcompany Plan | 5.14 | |||
Kcompany Proposals | 7.01(a) | |||
Kcompany SEC Reports | 5.07(a) | |||
Kcompany Shareholder Approval | 5.10(b) | |||
Kcompany Stock Proposal | 7.01(a) | |||
Law | 4.05(a) | |||
Lease | 4.12(b) | |||
Material Contracts | 4.16(a) | |||
Merger | Recitals | |||
Merger Sub | Preamble | |||
Merger Sub Board | Recitals | |||
Merger Sub Common Stock | 5.03(b) | |||
Recitals | ||||
Outside Date | 9.01(b) | |||
Outstanding Company Transaction Expenses | 3.04(a) | |||
Outstanding Kcompany Transaction Expenses | 3.04(b) | |||
PCAOB Financials | 7.15 | |||
Plan | 4.10(a) | |||
Proxy Statement | 7.01(a) | |||
Registration Rights Agreement | Recitals | |||
Registration Statement | 7.01(a) | |||
Regulatory Filing | 7.10(c) | |||
Remedies Exceptions | 4.04 | |||
Representatives | 7.04(a) | |||
Response Date | 3.06(b) | |||
SEC | 5.07(a) | |||
Securities Act | 5.07(a) | |||
Stockholder Support Agreement | Recitals, Recitals | |||
Surviving Corporation | 2.02 | |||
Tax | 4.14(d) | |||
Tax Proceeding | 7.12(b) | |||
Tax Return | 4.14(d) | |||
Tax Sharing Agreement | Recitals | |||
Taxes | 4.14(d) | |||
Terminating Company Breach | 9.01(f) | |||
Terminating Kcompany Breach | 9.01(g) | |||
Transaction Proposal | 7.01(a) | |||
Trust Account | 5.13 | |||
Trust Agreement | 5.13 | |||
Trust Fund | 5.13 |
Trustee | 5.13 | |||
Unaudited Financial Statements | 4.07(a) | |||
WARN Act | 4.11(g) | |||
Written Consent | 7.03 |
5.13 | ||||
Unaudited Financial Statements | 4.07(a) | |||
WARN Act | 4.11(g) | |||
Written Consent | 7.03 |
Trustee | 5.13 | |||
Unaudited Financial Statements | 4.07(a) | |||
WARN Act | 4.11(g) | |||
Written Consent | 7.03 |
4.07(a) | ||||
4.05(b) | ||||
3.01(a)(iv) | ||||
Intended Tax Treatment | Recitals | |||
IP Licenses | 4.13(c) | |||
IRS | 4.10(g) | |||
Kcompany | Preamble | |||
Kcompany Affiliate Agreement | 5.19 | |||
Kcompany Board | Recitals | |||
Kcompany Bylaws | Recitals | |||
Kcompany Certificate | Recitals | |||
Kcompany Disclosure Schedule | Article V | |||
Kcompany Plan | 5.14 | |||
Kcompany Proposals | 7.01(a) | |||
Kcompany SEC Reports | 5.07(a) | |||
Kcompany Shareholder Approval | 5.10(b) | |||
Kcompany Stock Proposal | 7.01(a) | |||
Law | 4.05(a) | |||
Lease | 4.12(b) | |||
Material Contracts | 4.16(a) | |||
Merger | Recitals | |||
Merger Sub | Preamble | |||
Merger Sub Board | Recitals | |||
Merger Sub Common Stock | 5.03(b) | |||
New Kcompany Common Stock | Recitals | |||
Outside Date | 9.01(b) | |||
Outstanding Company | 3.04(a) | |||
Outstanding Kcompany Transaction Expenses | 3.04(b) | |||
PCAOB Financials | 7.15 | |||
Plan | 4.10(a) | |||
Proxy Statement | 7.01(a) | |||
Registration Rights Agreement | Recitals | |||
Registration Statement | 7.01(a) | |||
Regulatory Filing | 7.10(c) | |||
Remedies Exceptions | 4.04 | |||
Representatives | 7.04(a) | |||
Response Date | 3.06(b) | |||
SEC | 5.07(a) | |||
Securities Act | 5.07(a) | |||
Stockholder Support Agreement | Recitals, Recitals | |||
Surviving Corporation | 2.02 | |||
Tax | 4.14(d) | |||
Tax Proceeding | 7.12(b) | |||
Tax Return | 4.14(d) | |||
Tax Sharing Agreement | Recitals | |||
Taxes | 4.14(d) | |||
Terminating Company | 9.01(f) | |||
9.01(g) | ||||
7.01(a) | ||||
Trust Account | 5.13 | |||
5.13 | ||||
Trust Fund | 5.13 |
5.13 | ||||
4.07(a) | ||||
Copyleft Terms | 4.13(g) | |||
Data Security Requirements | 4.13(i) | |||
4.07(a) | ||||
7.20 | ||||
Determination Date | 3.06(a) | |||
Recitals, Recitals | ||||
Dispute Notice | 3.06(b) | |||
Domestication | Recitals | |||
Domestication Proposal | 7.01(a) | |||
DPA | 5.16 | |||
DTC | 3.02(b) | |||
Effect | 1.01 | |||
Effective Time | 2.03(a) | |||
Environmental Permits | 4.15(e) | |||
Equity Plan | 7.07(a) | |||
ERISA | 4.10(a) | |||
ERISA Affiliate | 4.10(c) | |||
ESPP | 7.07(b) | |||
Exchange Act | 4.22 | |||
Exchange Agent | 3.02(a) | |||
Exchange Fund | 3.02(a) | |||
Exchange Ratio Announcement | 7.01(d) | |||
Exchange Ratio Calculation | 3.06(a) | |||
Extended Outside Date | 9.01(b) |
4.07(a) | ||||
4.05(b) | ||||
3.01(a)(iv) | ||||
Recitals | ||||
IP Licenses | 4.13(c) | |||
IRS | 4.10(g) | |||
Kcompany | Preamble | |||
Kcompany Affiliate Agreement | 5.19 | |||
Kcompany Board | Recitals | |||
Kcompany Bylaws | Recitals | |||
Kcompany Certificate | Recitals | |||
Kcompany Disclosure Schedule | Article V | |||
Kcompany Plan | 5.14 | |||
Kcompany Proposals | 7.01(a) | |||
Kcompany SEC Reports | 5.07(a) | |||
Kcompany Shareholder Approval | 5.10(b) | |||
Kcompany Stock Proposal | 7.01(a) | |||
Law | 4.05(a) | |||
Lease | 4.12(b) | |||
Material Contracts | 4.16(a) | |||
Merger | Recitals | |||
Merger Sub | Preamble | |||
Merger Sub Board | Recitals | |||
Merger Sub Common Stock | 5.03(b) | |||
New Kcompany Common Stock | Recitals | |||
Outside Date | 9.01(b) | |||
Outstanding Company Transaction Expenses | 3.04(a) | |||
Outstanding Kcompany Transaction Expenses | 3.04(b) | |||
PCAOB Financials | 7.15 | |||
Plan | 4.10(a) | |||
Proxy Statement | 7.01(a) | |||
Registration Rights Agreement | Recitals | |||
Registration Statement | 7.01(a) | |||
Regulatory Filing | 7.10(c) | |||
Remedies Exceptions | 4.04 | |||
Representatives | 7.04(a) | |||
Response Date | 3.06(b) | |||
SEC | 5.07(a) | |||
Securities Act | 5.07(a) | |||
Stockholder Support Agreement | Recitals, Recitals | |||
Surviving Corporation | 2.02 | |||
Tax | 4.14(d) | |||
7.12(b) | ||||
4.18 | ||||
Article IV | ||||
Company Permits | 4.06 | |||
Company Stockholder Approval | 4.18 | |||
Confidentiality Agreement | 7.04(b) | |||
Copyleft Terms | 4.13(g) | |||
Data Security Requirements | 4.13(i) | |||
December Balance Sheet | 4.07(a) | |||
Defending Party | 7.20 | |||
Determination Date | 3.06(a) | |||
Recitals, Recitals | ||||
Dispute Notice | 3.06(b) | |||
Recitals | ||||
7.01(a) | ||||
DPA | 5.16 | |||
DTC | 3.02(b) | |||
Effect | 1.01 | |||
Effective Time | 2.03(a) | |||
Environmental Permits | 4.15(e) | |||
Equity Plan | 7.07(a) | |||
4.10(a) | ||||
ERISA Affiliate | 4.10(c) | |||
ESPP | 7.07(b) | |||
Exchange Act | 4.22 | |||
Exchange Agent | 3.02(a) | |||
Exchange Fund | 3.02(a) | |||
Exchange Ratio Announcement | 7.01(d) | |||
Exchange Ratio Calculation | 3.06(a) | |||
Extended Outside Date | 9.01(b) |
4.07(a) | ||||
4.05(b) | ||||
Holdco Option | 3.01(a)(iv) | |||
Intended Tax Treatment | Recitals | |||
IP Licenses | 4.13(c) | |||
IRS | 4.10(g) | |||
Kcompany | Preamble | |||
Kcompany Affiliate Agreement | 5.19 | |||
Kcompany | Recitals | |||
Recitals | ||||
Recitals | ||||
Kcompany Disclosure Schedule | Article V | |||
Kcompany Plan | 5.14 | |||
Kcompany Proposals | 7.01(a) | |||
Kcompany SEC Reports | 5.07(a) | |||
Kcompany Shareholder Approval | 5.10(b) | |||
Kcompany Stock Proposal | 7.01(a) | |||
Law | 4.05(a) | |||
Lease | 4.12(b) | |||
Material Contracts | 4.16(a) | |||
Recitals | ||||
Merger Sub | Preamble | |||
Merger Sub Board | Recitals | |||
Merger Sub Common Stock | 5.03(b) | |||
New Kcompany Common Stock | Recitals | |||
Outside Date | 9.01(b) | |||
Outstanding Company | 3.04(a) | |||
Outstanding Kcompany Transaction Expenses | 3.04(b) | |||
PCAOB Financials | 7.15 | |||
Plan | 4.10(a) | |||
Proxy Statement | 7.01(a) | |||
Registration Rights | Recitals | |||
7.01(a) | ||||
7.10(c) | ||||
4.04 | ||||
7.04(a) | ||||
3.06(b) | ||||
5.07(a) | ||||
5.07(a) | ||||
Recitals, Recitals | ||||
2.02 | ||||
4.14(d) | ||||
Tax Proceeding | 7.12(b) | |||
Company Board Approval | 4.18 | |||
Company Disclosure Schedule | Article IV | |||
Company Permits | 4.06 | |||
Company Stockholder Approval | 4.18 | |||
Confidentiality Agreement | 7.04(b) | |||
4.13(g) | ||||
Data Security Requirements | 4.13(i) | |||
4.07(a) | ||||
Defending Party | 7.20 | |||
Determination Date | 3.06(a) | |||
DGCL | Recitals, Recitals | |||
Dispute Notice | 3.06(b) | |||
Domestication | Recitals | |||
Domestication Proposal | 7.01(a) | |||
DPA | 5.16 | |||
DTC | 3.02(b) | |||
Effect | 1.01 | |||
Effective Time | 2.03(a) | |||
Environmental Permits | 4.15(e) | |||
Equity Plan | 7.07(a) | |||
ERISA | 4.10(a) | |||
ERISA Affiliate | 4.10(c) | |||
ESPP | 7.07(b) | |||
Exchange Act | 4.22 | |||
Exchange Agent | 3.02(a) | |||
Exchange Fund | 3.02(a) | |||
Exchange Ratio Announcement | 7.01(d) | |||
Exchange Ratio Calculation | 3.06(a) | |||
Extended Outside Date | 9.01(b) |
4.07(a) | ||||
4.05(b) | ||||
3.01(a)(iv) | ||||
Intended Tax Treatment | Recitals | |||
4.13(c) | ||||
4.10(g) | ||||
Kcompany | Preamble | |||
Kcompany | 5.19 | |||
Kcompany | Recitals | |||
Kcompany | Recitals | |||
Kcompany Certificate | Recitals | |||
Kcompany Disclosure Schedule | Article V | |||
Kcompany | 5.14 | |||
Kcompany | 7.01(a) | |||
5.07(a) | ||||
Kcompany | 5.10(b) | |||
Kcompany Stock Proposal | 7.01(a) | |||
Law | 4.05(a) | |||
Lease | 4.12(b) | |||
Material Contracts | 4.16(a) | |||
Merger | Recitals | |||
Merger Sub | Preamble | |||
Merger Sub | Recitals | |||
Kcompany Shareholder Approval | 5.10(b) | |||
Kcompany Stock Proposal | 7.01(a) | |||
Law | 4.05(a) | |||
Lease | 4.12(b) | |||
Material Contracts | 4.16(a) | |||
Merger | Recitals | |||
Merger Sub | Preamble | |||
Merger Sub | Recitals | |||
Kcompany Shareholder Approval | 5.10(b) | |||
Kcompany Stock Proposal | 7.01(a) | |||
Law | 4.05(a) | |||
Lease | 4.12(b) | |||
Material Contracts | 4.16(a) | |||
Merger | Recitals | |||
Merger Sub | Preamble | |||
Merger Sub Board | Recitals | |||
Merger Sub Common Stock | 5.03(b) | |||
New Kcompany Common Stock | Recitals | |||
Outside Date | 9.01(b) | |||
Outstanding Company Transaction Expenses | 3.04(a) | |||
Outstanding Kcompany Transaction Expenses | 3.04(b) | |||
PCAOB Financials | 7.15 | |||
Plan | 4.10(a) | |||
Proxy Statement | 7.01(a) | |||
Registration Rights Agreement | Recitals | |||
Registration Statement | 7.01(a) | |||
Regulatory Filing | 7.10(c) | |||
Remedies Exceptions | 4.04 | |||
Representatives | 7.04(a) | |||
Response Date | 3.06(b) | |||
SEC | 5.07(a) | |||
Securities Act | 5.07(a) | |||
Stockholder Support Agreement | Recitals, Recitals | |||
Surviving Corporation | 2.02 | |||
Tax | 4.14(d) | |||
Tax Proceeding | 7.12(b) | |||
Tax Return | 4.14(d) | |||
Tax Sharing Agreement | Recitals | |||
Taxes | 4.14(d) | |||
Terminating Company Breach | 9.01(f) | |||
Terminating Kcompany Breach | 9.01(g) | |||
Transaction Proposal | 7.01(a) | |||
Trust Account | 5.13 | |||
Trust Agreement | 5.13 | |||
Trust Fund | 5.13 |
Trustee | 5.13 | |||
Unaudited Financial Statements | 4.07(a) | |||
WARN Act | 4.11(g) | |||
Written Consent | 7.03 |
4.07(a) | ||||
Governmental Authority | 4.05(b) | |||
Holdco Option | 3.01(a)(iv) | |||
Intended Tax Treatment | Recitals | |||
IP Licenses | 4.13(c) | |||
IRS | 4.10(g) | |||
Kcompany | Preamble | |||
Kcompany | 5.19 | |||
Kcompany Board | Recitals | |||
Kcompany Bylaws | Recitals | |||
Kcompany Certificate | Recitals | |||
Article V | ||||
Kcompany | 5.14 | |||
Kcompany Proposals | 7.01(a) | |||
Kcompany SEC Reports | 5.07(a) | |||
Kcompany Shareholder Approval | 5.10(b) | |||
Kcompany Stock Proposal | 7.01(a) | |||
Law | 4.05(a) | |||
Lease | 4.12(b) | |||
Material Contracts | 4.16(a) | |||
Merger | Recitals | |||
Merger Sub | Preamble | |||
Merger Sub Board | Recitals | |||
Merger Sub Common Stock | 5.03(b) | |||
New Kcompany | Recitals | |||
9.01(b) | ||||
3.04(a) | ||||
Outstanding Kcompany Transaction | 3.04(b) | |||
7.15 | ||||
Plan | 4.10(a) | |||
Proxy Statement | 7.01(a) | |||
Registration Rights Agreement | Recitals | |||
Registration Statement | 7.01(a) | |||
Regulatory Filing | 7.10(c) | |||
Remedies Exceptions | 4.04 | |||
Representatives | 7.04(a) | |||
Response Date | 3.06(b) | |||
SEC | 5.07(a) | |||
Securities Act | 5.07(a) | |||
Stockholder Support Agreement | Recitals, Recitals | |||
Surviving Corporation | 2.02 | |||
Tax | 4.14(d) | |||
Tax Proceeding | 7.12(b) | |||
Tax Return | 4.14(d) | |||
Tax Sharing Agreement | Recitals | |||
Taxes | 4.14(d) | |||
Terminating Company Breach | 9.01(f) | |||
Terminating Kcompany | 9.01(g) | |||
Transaction Proposal | 7.01(a) | |||
Trust Account | 5.13 | |||
Trust Agreement | 5.13 | |||
5.13 |
5.13 | ||||
Unaudited Financial Statements | 4.07(a) | |||
WARN Act | 4.11(g) | |||
7.03 |
GAAP | 4.07(a) | |||
Governmental Authority | 4.05(b) | |||
Holdco Option | 3.01(a)(iv) | |||
Intended Tax Treatment | Recitals | |||
IP Licenses | 4.13(c) | |||
IRS | 4.10(g) | |||
Kcompany | Preamble | |||
Kcompany Affiliate Agreement | 5.19 | |||
Kcompany Board | Recitals | |||
Kcompany Bylaws | Recitals | |||
Kcompany Certificate | Recitals | |||
Kcompany Disclosure Schedule | Article V | |||
Kcompany Plan | 5.14 | |||
Kcompany Proposals | 7.01(a) | |||
Kcompany SEC Reports | 5.07(a) | |||
Kcompany Shareholder Approval | 5.10(b) | |||
Kcompany Stock Proposal | 7.01(a) | |||
Law | 4.05(a) | |||
Lease | 4.12(b) | |||
Material Contracts | 4.16(a) | |||
Merger | Recitals | |||
Merger Sub | Preamble | |||
Merger Sub Board | Recitals | |||
Merger Sub Common Stock | 5.03(b) | |||
New Kcompany Common Stock | Recitals | |||
Outside Date | 9.01(b) | |||
Outstanding Company Transaction Expenses | 3.04(a) | |||
Outstanding Kcompany Transaction Expenses | 3.04(b) | |||
PCAOB Financials | 7.15 | |||
Plan | 4.10(a) | |||
Proxy Statement | 7.01(a) | |||
Registration Rights Agreement | Recitals | |||
Registration Statement | 7.01(a) | |||
Regulatory Filing | 7.10(c) | |||
Remedies Exceptions | 4.04 | |||
Representatives | 7.04(a) | |||
Response Date | 3.06(b) | |||
SEC | 5.07(a) | |||
Securities Act | 5.07(a) | |||
Stockholder Support Agreement | Recitals, Recitals | |||
Surviving Corporation | 2.02 | |||
Tax | 4.14(d) | |||
Tax Proceeding | 7.12(b) | |||
Tax Return | 4.14(d) | |||
Tax Sharing Agreement | Recitals | |||
Taxes | 4.14(d) | |||
Terminating Company Breach | 9.01(f) | |||
Terminating Kcompany Breach | 9.01(g) | |||
Transaction Proposal | 7.01(a) | |||
Trust Account | 5.13 | |||
Trust Agreement | 5.13 | |||
Trust Fund | 5.13 |
Trustee | 5.13 | |||
Unaudited Financial Statements | 4.07(a) | |||
WARN Act | 4.11(g) | |||
Written Consent | 7.03 |
GAAP | 4.07(a) | |||
Governmental Authority | 4.05(b) | |||
Holdco Option | 3.01(a)(iv) | |||
Intended Tax Treatment | Recitals | |||
IP Licenses | 4.13(c) | |||
IRS | 4.10(g) | |||
Kcompany | Preamble | |||
Kcompany Affiliate Agreement | 5.19 | |||
Kcompany Board | Recitals | |||
Kcompany Bylaws | Recitals | |||
Kcompany Certificate | Recitals | |||
Kcompany Disclosure Schedule | Article V | |||
Kcompany Plan | 5.14 | |||
Kcompany Proposals | 7.01(a) | |||
Kcompany SEC Reports | 5.07(a) | |||
Kcompany Shareholder Approval | 5.10(b) | |||
Kcompany Stock Proposal | 7.01(a) | |||
Law | 4.05(a) | |||
Lease | 4.12(b) | |||
Material Contracts | 4.16(a) | |||
Merger | Recitals | |||
Merger Sub | Preamble | |||
Merger Sub Board | Recitals | |||
Merger Sub Common Stock | 5.03(b) | |||
New Kcompany Common Stock | Recitals | |||
Outside Date | 9.01(b) | |||
Outstanding Company | 3.04(a) | |||
Outstanding Kcompany | 3.04(b) | |||
PCAOB Financials | 7.15 | |||
Plan | 4.10(a) | |||
Proxy Statement | 7.01(a) | |||
Registration Rights Agreement | Recitals | |||
Registration Statement | 7.01(a) | |||
Regulatory Filing | 7.10(c) | |||
Remedies Exceptions | 4.04 | |||
Representatives | 7.04(a) | |||
Response Date | 3.06(b) | |||
SEC | 5.07(a) | |||
Securities Act | 5.07(a) | |||
Stockholder Support Agreement | Recitals, Recitals | |||
Surviving Corporation | 2.02 | |||
Tax | 4.14(d) | |||
Tax Proceeding | 7.12(b) | |||
Tax Return | 4.14(d) | |||
Tax Sharing Agreement | Recitals | |||
Taxes | 4.14(d) | |||
Terminating Company Breach | 9.01(f) | |||
Terminating Kcompany | 9.01(g) | |||
7.01(a) | ||||
Trust Account | 5.13 | |||
5.13 | ||||
Trust Fund | 5.13 |
5.13 | ||||
4.07(a) | ||||
4.11(g) | ||||
7.03 |
GAAP | 4.07(a) | |||
Governmental Authority | 4.05(b) | |||
Holdco Option | 3.01(a)(iv) | |||
Intended Tax Treatment | Recitals | |||
IP Licenses | 4.13(c) | |||
IRS | 4.10(g) | |||
Kcompany | Preamble | |||
Kcompany Affiliate Agreement | 5.19 | |||
Kcompany Board | Recitals | |||
Kcompany Bylaws | Recitals | |||
Kcompany Certificate | Recitals | |||
Kcompany Disclosure Schedule | Article V | |||
Kcompany Plan | 5.14 | |||
Kcompany Proposals | 7.01(a) | |||
Kcompany SEC Reports | 5.07(a) | |||
Kcompany Shareholder Approval | 5.10(b) | |||
Kcompany Stock Proposal | 7.01(a) | |||
Law | 4.05(a) | |||
Lease | 4.12(b) | |||
Material Contracts | 4.16(a) | |||
Merger | Recitals | |||
Merger Sub | Preamble | |||
Merger Sub Board | Recitals | |||
Merger Sub Common Stock | 5.03(b) | |||
New Kcompany Common Stock | Recitals | |||
Outside Date | 9.01(b) | |||
Outstanding Company Transaction Expenses | 3.04(a) | |||
Outstanding Kcompany Transaction Expenses | 3.04(b) | |||
PCAOB Financials | 7.15 | |||
Plan | 4.10(a) | |||
Proxy Statement | 7.01(a) | |||
Registration Rights Agreement | Recitals | |||
Registration Statement | 7.01(a) | |||
Regulatory Filing | 7.10(c) | |||
Remedies Exceptions | 4.04 | |||
Representatives | 7.04(a) | |||
Response Date | 3.06(b) | |||
SEC | 5.07(a) | |||
Securities Act | 5.07(a) | |||
Stockholder Support Agreement | Recitals, Recitals | |||
Surviving Corporation | 2.02 | |||
Tax | 4.14(d) | |||
Tax Proceeding | 7.12(b) | |||
Tax Return | 4.14(d) | |||
Tax Sharing Agreement | Recitals | |||
Taxes | 4.14(d) | |||
Terminating Company Breach | 9.01(f) | |||
Terminating Kcompany Breach | 9.01(g) | |||
Transaction Proposal | 7.01(a) | |||
Trust Account | 5.13 | |||
Trust Agreement | 5.13 | |||
Trust Fund | 5.13 |
Trustee | 5.13 | |||
Unaudited Financial Statements | 4.07(a) | |||
WARN Act | 4.11(g) | |||
Written Consent | 7.03 |
KENSINGTON CAPITAL ACQUISITION CORP. IV | ||
By | /s/ Justin Mirro | |
Name: Justin Mirro | ||
Title: Chairman and Chief Executive Officer | ||
KENSINGTON CAPITAL MERGER SUB CORP. | ||
By | /s/ Justin Mirro | |
Name: Justin Mirro | ||
Title: President | ||
AMPRIUS TECHNOLOGIES, INC. | ||
By | /s/ Kang Sun | |
Name: Kang Sun | ||
Title: Chief Executive Officer |
(i) | If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, pro rata, based on the respective number of Registrable Securities that each Holder has so requested, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; and |
(ii) | If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first, Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 , pro rata based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities. |
COMPANY: | ||
KENSINGTON CAPITAL ACQUISITION CORP. IV | ||
By: | ||
Name: | ||
Title: |
ORIGINAL HOLDER: | ||
KENSINGTON CAPITAL SPONSOR IV LLC | ||
By: | ||
Name: | ||
Title: |
HOLDER: | ||
Name: | ||
By: | ||
Name: | ||
Title: |
Address for Notice: | ||
Telephone No.: | ||
Facsimile No.: | ||
Email Address: |
Name of Holder | Number of Shares | |
Amprius, Inc. |
AMPRIUS TECHNOLOGIES, INC. | ||
By: | ||
Name: Kang Sun | ||
Title: Chief Executive Officer | ||
AMPRIUS, INC. | ||
By: | ||
Name: Kang Sun | ||
Title: Chief Executive Officer |
KENSINGTON CAPITAL ACQUISITION CORP. IV | ||
By | /s/ Justin Mirro | |
Name: Justin Mirro | ||
Title: Chairman and Chief Executive Officer | ||
KENSINGTON CAPITAL MERGER SUB CORP. | ||
By | /s/ Justin Mirro | |
Name: Justin Mirro | ||
Title: President | ||
AMPRIUS TECHNOLOGIES, INC. | ||
By | /s/ Kang Sun | |
Name: Kang Sun | ||
Title: Chief Executive Officer |
(i) | If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, pro rata, based on the respective number of Registrable Securities that each Holder has so requested, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; and |
(ii) | If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first, Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 , pro rata based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities. |
COMPANY: | ||
KENSINGTON CAPITAL ACQUISITION CORP. IV | ||
By: | ||
Name: | ||
Title: |
ORIGINAL HOLDER: | ||
KENSINGTON CAPITAL SPONSOR IV LLC | ||
By: | ||
Name: | ||
Title: |
HOLDER: | ||
Name: | ||
By: | ||
Name: | ||
Title: |
Address for Notice: | ||
Telephone No.: | ||
Facsimile No.: | ||
Email Address: |
Name of Holder | Number of Shares | |
Amprius, Inc. |
AMPRIUS TECHNOLOGIES, INC. | ||
By: | ||
Name: Kang Sun | ||
Title: Chief Executive Officer | ||
AMPRIUS, INC. | ||
By: | ||
Name: Kang Sun | ||
Title: Chief Executive Officer |
KENSINGTON CAPITAL ACQUISITION CORP. IV | ||
By | /s/ Justin Mirro | |
Name: Justin Mirro | ||
Title: Chairman and Chief Executive Officer | ||
KENSINGTON CAPITAL MERGER SUB CORP. | ||
By | /s/ Justin Mirro | |
Name: Justin Mirro | ||
Title: President | ||
AMPRIUS TECHNOLOGIES, INC. | ||
By | /s/ Kang Sun | |
Name: Kang Sun | ||
Title: Chief Executive Officer |
(i) | If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, pro rata, based on the respective number of Registrable Securities that each Holder has so requested, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; and |
(ii) | If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first, Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 , pro rata based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities. |
COMPANY: | ||
KENSINGTON CAPITAL ACQUISITION CORP. IV | ||
By: | ||
Name: | ||
Title: |
ORIGINAL HOLDER: | ||
KENSINGTON CAPITAL SPONSOR IV LLC | ||
By: | ||
Name: | ||
Title: |
HOLDER: | ||
Name: | ||
By: | ||
Name: | ||
Title: |
Address for Notice: | ||
Telephone No.: | ||
Facsimile No.: | ||
Email Address: |
Name of Holder | Number of Shares | |
Amprius, Inc. |
AMPRIUS TECHNOLOGIES, INC. | ||
By: | ||
Name: Kang Sun | ||
Title: Chief Executive Officer | ||
AMPRIUS, INC. | ||
By: | ||
Name: Kang Sun | ||
Title: Chief Executive Officer |
Alexander H. Rahn, Incorporator |
Page | ||||||
ARTICLE I—CORPORATE OFFICES | C-4 | |||||
1.1 | REGISTERED OFFICE | C-4 | ||||
1.2 | OTHER OFFICES | C-4 | ||||
ARTICLE II—MEETINGS OF STOCKHOLDERS | C-4 | |||||
2.1 | PLACE OF MEETINGS | C-4 | ||||
2.2 | ANNUAL MEETING | C-4 | ||||
2.3 | SPECIAL MEETING | C-4 | ||||
2.4 | ADVANCE NOTICE PROCEDURES | C-5 | ||||
2.5 | NOTICE OF STOCKHOLDERS’ MEETINGS | C-9 | ||||
2.6 | QUORUM | C-10 | ||||
2.7 | ADJOURNED MEETING; NOTICE | C-10 | ||||
2.8 | CONDUCT OF BUSINESS | C-10 | ||||
2.9 | VOTING | C-11 | ||||
2.10 | STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING | C-11 | ||||
2.11 | RECORD DATES | C-11 | ||||
2.12 | PROXIES | C-12 | ||||
2.13 | LIST OF STOCKHOLDERS ENTITLED TO VOTE | C-12 | ||||
2.14 | INSPECTORS OF ELECTION | C-12 | ||||
ARTICLE III—DIRECTORS | C-13 | |||||
3.1 | POWERS | C-13 | ||||
3.2 | NUMBER OF DIRECTORS | C-13 | ||||
3.3 | ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS | C-13 | ||||
3.4 | RESIGNATION AND VACANCIES | C-13 | ||||
3.5 | PLACE OF MEETINGS; MEETINGS BY TELEPHONE | C-14 | ||||
3.6 | REGULAR MEETINGS | C-14 | ||||
3.7 | SPECIAL MEETINGS; NOTICE | C-14 | ||||
3.8 | QUORUM; VOTING | C-14 | ||||
3.9 | BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING | C-15 | ||||
3.10 | FEES AND COMPENSATION OF DIRECTORS | C-15 | ||||
3.11 | REMOVAL OF DIRECTORS | C-15 | ||||
ARTICLE IV—COMMITTEES | C-15 | |||||
4.1 | COMMITTEES OF DIRECTORS | C-15 | ||||
4.2 | COMMITTEE MINUTES | C-16 | ||||
4.3 | MEETINGS AND ACTION OF COMMITTEES | C-16 | ||||
4.4 | SUBCOMMITTEES | C-16 | ||||
ARTICLE V—OFFICERS | C-16 | |||||
5.1 | OFFICERS | C-17 | ||||
5.2 | APPOINTMENT OF OFFICERS | C-17 | ||||
5.3 | SUBORDINATE OFFICERS | C-17 | ||||
5.4 | REMOVAL AND RESIGNATION OF OFFICERS | C-17 | ||||
5.5 | VACANCIES IN OFFICES | C-17 | ||||
5.6 | REPRESENTATION OF SECURITIES OF OTHER ENTITIES | C-17 | ||||
5.7 | AUTHORITY AND DUTIES OF OFFICERS | C-17 |
Page | ||||||
ARTICLE VI—STOCK | C-18 | |||||
6.1 | STOCK CERTIFICATES; PARTLY PAID SHARES | C-18 | ||||
6.2 | SPECIAL DESIGNATION ON CERTIFICATES | C-18 | ||||
6.3 | LOST CERTIFICATES | C-18 | ||||
6.4 | DIVIDENDS | C-19 | ||||
6.5 | TRANSFER OF STOCK | C-19 | ||||
6.6 | STOCK TRANSFER AGREEMENTS | C-19 | ||||
6.7 | REGISTERED STOCKHOLDERS | C-19 | ||||
6.8 | LOCK-UP | C-19 | ||||
ARTICLE VII—MANNER OF GIVING NOTICE AND WAIVER | C-21 | |||||
7.1 | NOTICE OF STOCKHOLDERS’ MEETINGS | C-21 | ||||
7.2 | NOTICE TO STOCKHOLDERS SHARING AN ADDRESS | C-21 | ||||
7.3 | NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL | C-21 | ||||
7.4 | WAIVER OF NOTICE | C-22 | ||||
ARTICLE VIII—INDEMNIFICATION | C-22 | |||||
8.1 | INDEMNIFICATION OF DIRECTORS AND OFFICERS IN THIRD PARTY PROCEEDINGS | C-22 | ||||
8.2 | INDEMNIFICATION OF DIRECTORS AND OFFICERS IN ACTIONS BY OR IN THE RIGHT OF THE COMPANY | C-22 | ||||
8.3 | SUCCESSFUL DEFENSE | C-23 | ||||
8.4 | INDEMNIFICATION OF OTHERS | C-23 | ||||
8.5 | ADVANCED PAYMENT OF EXPENSES | C-23 | ||||
8.6 | LIMITATION ON INDEMNIFICATION | C-24 | ||||
8.7 | DETERMINATION; CLAIM | C-24 | ||||
8.8 | NON-EXCLUSIVITY OF RIGHTS | C-24 | ||||
8.9 | INSURANCE | C-25 | ||||
8.10 | SURVIVAL | C-25 | ||||
8.11 | EFFECT OF REPEAL OR MODIFICATION | C-25 | ||||
8.12 | CERTAIN DEFINITIONS | C-25 | ||||
ARTICLE IX—GENERAL MATTERS | C-25 | |||||
9.1 | EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS | C-25 | ||||
9.2 | FISCAL YEAR | C-26 | ||||
9.3 | SEAL | C-26 | ||||
9.4 | CONSTRUCTION; DEFINITIONS | C-26 | ||||
9.5 | FORUM SELECTION | C-26 | ||||
ARTICLE X—AMENDMENTS | C-27 |
_____ Original Application | Offering Date: _________________ |
Employee’s Social | ||
Security Number | ||
(for U.S.-based employees): | ||
Employee’s Address: | ||
Dated: | ||||||
Signature of Employee |
Name and Address of Participant: |
Signature: |
Date: |
^ | Previously filed. |
+ | To be filed by amendment. |
* | Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be finished to the SEC upon request. |
A. | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by section 10(a)(3) of the Securities Act; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the |
aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
B. | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
C. | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
D. | That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
E. | That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
F. | That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. |
G. | That every prospectus (i) that is filed pursuant to paragraph (F) immediately preceding, or (ii) that purports to meet the requirements of section 10(a)(3) of the Securities Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
H. | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
I. | The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. |
J. | To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. |
KENSINGTON CAPITAL ACQUISITION CORP. IV | ||
By: | /s/ Justin Mirro | |
Name: Justin Mirro | ||
Title: Chairman and Chief Executive Officer |
Signature | Title | Date | ||
/s/ Justin Mirro | Chairman and Chief Executive Officer (Principal Executive | |||
Justin Mirro | Officer) | |||
/s/ Daniel Huber | Chief Financial Officer (Principal Financial and Accounting | |||
Daniel Huber | Officer) | |||
Director | ||||
Thomas LaSorda | ||||
Director | ||||
Nicole Nason | ||||
Director | ||||
Anders Pettersson | ||||
Director | ||||
Mitchell Quain | ||||
Director | ||||
Donald Runkle | ||||
Director | ||||
Matthew Simoncini |
*By: | /s/ Justin Mirro | |
Justin Mirro Attorney-in-fact |