Amprius Technologies, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. Unregistered Sales On March 31, 2021, the Sponsor purchased 7,475,000 of the Company’s Class B ordinary shares, par value $0.0001 per share, for an aggregate purchase price of $25,000, or approximately $0.0033 per share. Such securities were issued in connection with the Company’s organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. On November 30, 2021, the Company effected a share issue of 2,382,142 Class B ordinary shares, resulting in an increase in the total number of Class B ordinary shares outstanding from 7,475,000 to 9,857,142. On March 4, 2022, the Sponsor purchased 16,000,000 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $0.50 per warrant ($8,000,000 in the aggregate), in the Private Placement that closed simultaneously with the closing of the Initial Public Offering. This issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. 23 Table of Contents The Private Placement Warrants are the same as the warrants underlying the Units sold in the Initial Public Offering, except that Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchaser or its permitted transferees. No underwriting discounts or commissions were paid with respect to such unregistered sales. Use of Proceeds On March 4, 2022, the Company consummated its Initial Public Offering of 23,000,000 Units, inclusive of 3,000,000 Units sold to the underwriters exercising their over-allotment option. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $230,000,000. UBS Securities LLC and Stifel, Nicolaus & Company, Incorporated acted as the joint-book running managers of the offering. The securities sold in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-262266). The SEC declared registration statement No. 333-262266 effective on March 1, 2022. Of the gross proceeds received from the Initial Public Offering, the full exercise of the over-allotment option and the Private Placement Warrants, $230,000,000 was placed in the Trust Account. The Company paid a total of $4,600,000 underwriting discounts and commissions and approximately $700,000 for other costs and expenses related to the Initial Public Offering. In addition, the underwriters agreed to defer $8,050,000 in underwriting discounts and commissions. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable.