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October 18, 2022

Kang Sun
Chief Executive Officer
Amprius Technologies, Inc.
1180 Page Avenue
Fremont, California 94538

Re: Amprius
Technologies, Inc.
Registration
Statement on Form S-1
Filed September 30,
2022
File No. 333-267683

Dear Kang Sun:

We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.

After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.

Form S-1 filed on September 30, 2022

Cover Page

1. For each of the
securities being registered for sale, disclose the price that the selling
securityholders paid
for such securities.
Kang Sun
FirstName LastNameKang
Amprius Technologies, Inc.Sun
Comapany
October 18,NameAmprius
2022 Technologies, Inc.
October
Page 2 18, 2022 Page 2
FirstName LastName
Business, page 79

2. In light of the significant number of redemptions and the unlikelihood
that the company
will receive significant proceeds from exercises of the warrants
because of the disparity
between the exercise price of the warrants and the current trading
price of the common
stock, expand your discussion of capital resources to address any
changes in the
company's liquidity position since the business combination. If the
company is likely to
have to seek additional capital, discuss the effect of this offering
on the company's ability
to raise additional capital.
3. Please expand your discussion here to reflect the fact that this
offering involves the
potential sale of a substantial portion of shares for resale and
discuss how such sales could
impact the market price of the company's common stock.
General

4. We understand that UBS Securities LLC ("UBS Securities"), the lead
underwriter in your
SPAC IPO, intended to resign as underwriter in connection with the
business combination
and that it waived the deferred underwriting commissions that would
otherwise have been
due to it upon the closing of the business combination. Please
disclose how this waiver
was obtained, why the waiver was agreed to, and clarify the company's
current
relationship with UBS Securities. Please confirm that you have revised
your pro forma
financial information and relevant disclosure referring to the payment
of deferred
underwriting commissions.
5. Please tell us whether UBS Securities was involved in the preparation
of any disclosure
that is included in your registration statements, or material
underlying disclosure in the
registration statements, including but not limited to the disclosure
regarding the summary
of the financial analyses prepared by Amprius Technologies' management
and reviewed
by the board of directors of Kensington Capital Acquisition Corp. IV
("Kensington
Capital") or the projected financial information of Amprius
Technologies. If UBS
Securities was involved in preparing this disclosure, please also
include a risk factor
describing their role in connection with the preparation of the
registration statements and
the valuation of Amprius Technologies and that they disclaim any
liability in connection
with such disclosure included in the registration statement. If
applicable, please also
disclose the rationale for continuing to rely on information
disclaimed by the professional
organization associated with or responsible for such information.
6. Please describe what relationship existed between UBS Securities and
Kensington
Capital after the close of the IPO, including any financial or
merger-related advisory
services conducted by UBS Securities. For example, clarify whether UBS
Securities had
any role in the identification or evaluation of business combination
targets.
7. Please disclose whether UBS Securities assisted in the preparation or
review of any
materials reviewed by the Kensington Capital board of directors or
management as part of
Kang Sun
Amprius Technologies, Inc.
October 18, 2022
Page 3
their services to Amprius Technologies and whether UBS Securities has
withdrawn its
association with those materials and notified Kensington Capital of
such disassociation.
For context, include that there are similar circumstances in which a
financial institution is
named and that UBS Securities resignation indicates it is not willing
to have the liability
associated with such work in this transaction.
8. Please provide us with any correspondence between UBS Securities and
Amprius
Technologies relating to UBS Securities' resignation.
9. Please provide us with the engagement letter between Amprius
Technologies and UBS
Securities. Please disclose any ongoing obligations pursuant to the
engagement letter that
will survive the termination of the engagement, such as
indemnification provisions, rights
of first refusal, and lockups, and discuss the impacts of those
obligations on the Company
in the registration statement.
10. Please tell us whether you are aware of any disagreements with UBS
Securities regarding
the disclosure in your registration statements. Further, please add
risk factor disclosure
that clarifies that UBS Securities was to be compensated, in part, on
a deferred basis for
its underwriting services in connection with the SPAC IPO and such
services have already
been rendered, yet UBS Securities has waived such fees and is
disclaiming responsibility
for the Form S-4 registration statement. Clarify the unusual nature of
such a fee waiver
and the impact of it on the evaluation of the business combination.
11. Disclose whether UBS Securities provided you with any reasons for the
fee waiver. If
there was no dialogue and you did not seek out the reasons why UBS
Securities was
waiving deferred fees, despite already completing their services,
please indicate so in your
registration statement. Further, revise the risk factor disclosure to
explicitly clarify that
UBS Securities has performed all their obligations to obtain the fee
and therefore has
gratuitously waived the right to be compensated.
12. Please revise your disclosure to highlight for investors that UBS
Securities' withdrawal
indicates that it does not want to be associated with the disclosure or
underlying business
analysis related to the transaction. In addition, revise your disclosure
to caution investors
that they should not place any reliance on the fact that UBS Securities
has been previously
involved with the transaction.
FirstName LastNameKang Sun
13. Please discuss the impact on the transaction related to the resignation
of UBS Securities. If
Comapany
UBSNameAmprius Technologies,
Securities would have playedInc.
a role in the closing, please
revise to identify the party
who filled UBS
October 18, 2022 Page 3 Securities' role.
FirstName LastName
Kang Sun
FirstName LastNameKang
Amprius Technologies, Inc.Sun
Comapany
October 18,NameAmprius
2022 Technologies, Inc.
October
Page 4 18, 2022 Page 4
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

Please contact Erin Donahue at 202-551-6063 or Erin Purnell at
202-551-3454 with any
questions.



Sincerely,

Division of
Corporation Finance
Office of
Manufacturing