SCHEDULE 13G/A: Statement of Beneficial Ownership by Certain Investors
Published on May 15, 2025
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Amprius Technologies, Inc.
(Name of Issuer) |
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Common Stock, $0.0001 par value per share
(Title of Class of Securities) |
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03214Q108
(CUSIP Number) |
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03/31/2025
(Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 03214Q108 |
| 1 | Names of Reporting Persons
SAIF Partners IV L.P.
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| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,608,537.00
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| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.3 %
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| 12 | Type of Reporting Person (See Instructions)
FI
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SCHEDULE 13G
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| CUSIP No. | 03214Q108 |
| 1 | Names of Reporting Persons
SAIF IV GP, L.P.
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| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,608,537.00
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| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.3 %
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| 12 | Type of Reporting Person (See Instructions)
FI
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SCHEDULE 13G
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| CUSIP No. | 03214Q108 |
| 1 | Names of Reporting Persons
SAIF IV GP Capital Ltd.
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| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,608,537.00
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| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.3 %
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| 12 | Type of Reporting Person (See Instructions)
FI
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SCHEDULE 13G
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| CUSIP No. | 03214Q108 |
| 1 | Names of Reporting Persons
Andrew Y. Yan
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| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
HONG KONG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,608,537.00
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| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.3 %
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| 12 | Type of Reporting Person (See Instructions)
IN
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SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Amprius Technologies, Inc.
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| (b) | Address of issuer's principal executive offices:
1180 Page Avenue, Fremont, CA, 94538.
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| Item 2. | ||
| (a) | Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
Andrew Y. Yan ("Yan")
SAIF Partners IV L.P. ("SAIF IV LP")
SAIF IV GP, L.P. ("SAIF IV GP")
SAIF IV GP Capital Ltd. ("SAIF IV Capital")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
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| (b) | Address or principal business office or, if none, residence:
SAIF IV LP
SAIF IV GP
SAIF IV Capital
c/o Maples Corporate Services Limited
P.O. Box 309, Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Yan
Flat 9, 39 Deep Water Bay Road
Deep Water Bay
Hong Kong
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| (c) | Citizenship:
SAIF IV LP Cayman Islands
SAIF IV GP Cayman Islands
SAIF IV Capital Cayman Islands
Yan Hong Kong
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| (d) | Title of class of securities:
Common Stock, $0.0001 par value per share
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| (e) | CUSIP No.:
03214Q108
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) |
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: |
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| (k) |
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2025 and is incorporated by reference.
The record holder of the common stock is SAIF Partners IV L.P. SAIF IV GP Capital Ltd. is the sole general partner of SAIF IV GP, L.P., which is the sole general partner of SAIF Partners IV L.P. Andrew Y. Yan is the managing director and sole shareholder of SAIF IV GP Capital Ltd. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Yan may be deemed to beneficially own all of the shares held by SAIF Partners IV L.P. in the Issuer.
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| (b) | Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of the securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2025 and is incorporated by reference. The percentage set forth in each row 11 is based upon 120,546,077 shares of the Issuer's common stock outstanding as of May 1, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on May 8, 2025. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2025 and is incorporated by reference.
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| (ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2025 and is incorporated by reference.
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| (iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2025 and is incorporated by reference.
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| (iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2025 and is incorporated by reference.
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| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 99.1 Joint Filing Agreement |