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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. 333-267691 |
Ladies and Gentlemen:
On behalf of our client, Amprius Technologies, Inc. (“Amprius” or the “Company”), we submit this letter in response to the oral comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) as verbally communicated on 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 pages of Amendment No. 2.
Form S-1 filed on October 25, 2022
General
| 1. | We note your registration statement on Form S-1 (File No. 333-267683) is currently under review and that we issued comments on November 7, 2022. To the extent applicable, please make the changes we have requested in our other comment letter to this registration statement as well. |
The Company acknowledges the Staff’s comment and respectfully advises the Staff that, to the extent applicable, it has made the changes requested in the other comment letter to the Registration Statement.
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