Amprius Technologies enters merger to eliminate majority stockholder Holdco structure

Amprius Technologies, Inc.

Holdco owns 77.1% of Amprius common stock; merger will dissolve holding company structure.
Holdco stockholders receive Amprius shares at a 0.98x discounted exchange ratio (assumed 0.7056x).
Post-merger, Holdco stockholders own 74.9% capital stock and 60.1% voting power; directors/officers own 5.2%/8.2%.
Transaction requires approval of majority of unaffiliated Amprius stockholders, antitrust clearance, and NYSE listing; expected closing Q3 2023.
Lock-up restrictions on new shares expire earlier of Sep 14, 2023 or 20 trading days at $12.50.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Amprius Technologies, Inc. entered into Agreement and Plan of Merger and Reorganization with Amprius, Inc., Combine Merger Sub, Inc., and Combine Merger Sub, LLC (effective 2023-05-09).

Action: entry
Agreement: merger
Counterparty: Amprius, Inc., Combine Merger Sub, Inc., and Combine Merger Sub, LLC
Effective: 2023-05-09

Exact text from the filing

On May 9, 2023, Amprius Technologies, Inc., a Delaware corporation (“Amprius”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Amprius, Inc., a Delaware corporation (“Holdco”), Combine Merger Sub, Inc., a Delaware corporation (“Merger Sub I”), and Combine Merger Sub, LLC, a Delaware limited liability company (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”).

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Amprius Technologies, Inc. filing history →

Source: SEC EDGAR

accession 0001899287-23-000072

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