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May 22, 2024

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

Re: Amprius
Technologies, Inc.
Schedule TO-I filed
May 13, 2024
File No. 005-93595

Dear Kang Sun:

We have reviewed your filing 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 these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.

After reviewing your
response to these comments, we may have additional comments.

Schedule TO-I filed May 13, 2024; Offer to Exercise

General

1. It appears that you
have not provided the pro forma financial information required by Item
1010(b) of Regulation
M-A. In your response letter, explain why you do not believe such
information is material
in the context of this offer, or revise to provide such information in
the amended disclosure
document.
2. We note the following
disclosure on pages i and 12: "Notwithstanding the temporary
reduction of the
exercise price of the Offering Warrants, during the offer period, holders
of Offering Warrants
may exercise such Offering Warrants at the initial exercise price of
$11.50 per Offering
Warrant following the procedures set forth in the Warrant Agreement
. . . ." Please
supplementally advise as to why a warrant holder would exercise at the
substantially higher
price of $11.50 during the offer period. Please confirm that the
procedures under this
Offer to Exercise and under the Warrant Agreement are
substantially different
enough that warrant holders will not be confused on how their
tendered warrants will
be treated, and please advise as to what protections are in place
Kang Sun
Amprius Technologies, Inc.
May 22, 2024
Page 2
such that warrant holders who take steps to exercise at the higher
price are, before such
exercise is processed, adequately informed of the Offer to Exercise at
the lower price.
3. We note the following disclosure on page i: "If a holder of Offering
Warrants would be
entitled to receive a fractional Offering Warrant, the Company must
round down to the
nearest whole number the number of Offering Warrants to be issued to
such holder." The
reference to a "fractional Offering Warrant" (as opposed to a
fractional share of Common
Stock) appears to be incorrect. Please revise, or advise.
4. We note the various references to the "original expiration date" of
the applicable Offering
Warrants. Please disclose the specific date or dates referred to, and
please explain why the
phrase "original expiration date" is used rather than simply
"expiration date."
Historical Financial Information and Other Financial Information Regarding the
Company, page
18

5. Where a filing person elects to incorporate by reference the
information required by
Item1010(a) of Regulation M-A, all of the summarized financial
information required by
Item1010(c) must be disclosed in the document furnished to security
holders. See
Instruction 6 to Item 10 of Schedule TO and Telephone Interpretation
I.H.7 in the July
2001 supplement to our Manual of Publicly Available Telephone
Interpretations. Please
revise the Offer to Exchange to include such information and
disseminate the amended
disclosure in the same manner as the original offer materials.
Fees and Expenses, page 25

6. We note the disclosure that states that "[t]he Company also may retain
one or more
warrant solicitation agents for the Offer to Exercise." Please confirm
your understanding
that, if the Company does "retain one or more warrant solicitation
agents" in the future,
the Company must file an amendment to Schedule TO to provide any
relevant, specific
information, including under Item 9 of Schedule TO. See Item 1009(a)
of Regulation M-
A.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Please direct any questions to Eddie Kim at 202-679-6943 or David
Plattner at 202-551-
8094.



FirstName LastNameKang Sun Sincerely,
Comapany NameAmprius Technologies, Inc.
Division of
Corporation Finance
May 22, 2024 Page 2 Office of
Mergers & Acquisitions
FirstName LastName