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Wilson Sonsini Goodrich & Rosati Professional Corporation
650 Page Mill Road Palo Alto, California 94304-1050
o: 650.493.9300 f: 650.493.6811 |
November 16, 2022
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing
100 F Street, N.E.
Washington, DC 20549-3720
| Attn: | Erin Donahue |
| Erin Purnell |
| Re: | Amprius Technologies, Inc. |
| Amendment No. 1 to Registration Statement on Form S-1 |
| Filed October 25, 2022 |
| File No. 333-267683 |
Ladies and Gentlemen:
On behalf of our client, Amprius Technologies, Inc. (“Amprius” or the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated November 7, 2022, relating to the above referenced Amendment No. 1 to Registration Statement on Form S-1 submitted to the Commission on October 25, 2022 (the “Registration Statement”). We are concurrently filing via EDGAR Amendment No. 2 to the Registration Statement (“Amendment No. 2”).
In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response. Except for page references appearing in the headings and Staff comments below (which are references to the Registration Statement submitted on October 25, 2022), all page references herein correspond to the page of Amendment No. 2.
Form S-1 filed on 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. |
The Company has revised the disclosure on page 79 in response to the Staff’s comment.
| 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. |
The Company has revised the disclosure on page 79 in response to the Staff’s comment.
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