Amprius Technologies, Inc. 8-K

What Happened

• Amprius Technologies, Inc. announced it entered into Warrant Exchange Agreements with certain institutional holders to exchange an aggregate of 7,128,458 of the company’s public warrants for shares of common stock. Each public warrant is exercisable to purchase one share at an $11.50 exercise price.
• The exchanges are expected to close on May 18, 2026, and are subject to customary closing conditions. The company filed the form of the Exchange Agreement as Exhibit 10.1 to the Form 8‑K.

Key Details

• Number of public warrants to be exchanged: 7,128,458.
• Warrant exercise price: $11.50 per warrant.
• Exchange formula: holders receive Exchange Shares equal to the number of warrants surrendered multiplied by a formula based on the four‑day Average VWAP, plus $0.35, less the Exercise Price, divided by the Average VWAP (i.e., the exact number of shares issued per warrant depends on the stock’s Average VWAP over the defined period).
• Expected closing date: May 18, 2026; subject to customary closing conditions and the parties’ representations and covenants.

Why It Matters

• This transaction will convert outstanding public warrants into common stock, potentially increasing Amprius’s issued common shares and altering the company’s capitalization once the exchanges close.
• The actual number of shares issued in the exchange depends on recent trading prices (Average VWAP) and the contract formula, so the exact dilution and share count impact will be determined at closing.
• Investors should note the timing (mid‑May 2026) and that the agreements include customary representations and conditions; monitor company filings for final exchange results and any updated share counts.