United States securities and exchange commission logo





November 7, 2022

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

Re: Amprius
Technologies, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed October 25,
2022
File No. 333-267683

Dear Kang Sun:

We have reviewed your amended registration statement and have the
following
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.
Unless we note
otherwise, our references to prior comments are to comments in our
October 18, 2022 letter.

Form S-1 filed October 25, 2022

Business, page 79

1. We note your response
to prior comment 2. In light of the inclusion of the Public and
Private Warrant
exercise price, please expand your discussion of capital resources to
address any changes in
the company s liquidity position since the business combination.
2. We note your response
to prior comment 3. Please revise your disclosure to state that this
offering involves the
potential sale of a substantial portion of shares for resale.
Kang Sun
FirstName LastNameKang
Amprius Technologies, Inc.Sun
Comapany 7,
November NameAmprius
2022 Technologies, Inc.
November
Page 2 7, 2022 Page 2
FirstName LastName
General

3. We note your response to prior comment 10. Please also add risk factor
disclosure that
states that UBS Securities is disclaiming any responsibility for the
Form S-4 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