Amprius Technologies, Inc. · NYSE:AMPX
Amprius Technologies — Kensington Capital Acquisition Corp. IV — SPAC Merger (June 2022)
24 slides from Amprius Technologies's SPAC merger presentation, Jun 30, 2022
Slide 1: Amprius Technologies Employee Town Hall
AMPRIUS TECHNOLOGIES, INC. Employee Town Hall June 30, 2022 Filed by Kensington Capital Acquisition Corp. IV Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kensington Capital Acquisition Corp.
Slide 2: Forward-Looking Statements
Forward-Looking Statements In connection with the proposed business combination between Amprius Technologies, Inc. (“Amprius”) and Kensington Capital Acquisition Corp. IV (“Kensington”) (NYSE: KCAC.U) (the “Proposed Business Combination”), this communication includes “forward-looking statements” wit
Slide 3: Important Information and Where to Find It
Important Information and Where to Find It This communication is being made in respect of the proposed transaction involving Kensington and Amprius. A full description of the terms of the transaction is provided in the registration statement on form S-4, dated June 21, 2022 (File No. 333-265740) (th
Slide 4: Overview
Overview Executive Summary Option Overview & Treatment in Proposed Transaction General U.S. Income Tax Considerations NOTE: These materials address only options to purchase shares of common stock of Amprius Technologies, Inc. These materials do not discuss options to purchase shares of common stock
Slide 5: Executive Summary
Executive Summary
Slide 6: Executive Summary - Proposed Transaction
Executive Summary - Proposed Transaction On May 11, 2022, Amprius Technologies, Inc. (“Amprius”) entered into a Business Combination Agreement with Kensington Capital Acquisition Corp. IV (a special purpose acquisition company) (“Kensington”), pursuant to which Amprius will become a publicly listed
Slide 7: Executive Summary – Option Treatment
Executive Summary – Option Treatment Assumption of Options – Upon the closing of the proposed transaction, each outstanding Amprius option will be converted into an option to purchase New Amprius Shares (an “Assumed New Amprius Option”) Terms of Assumed New Amprius Options Number of New Amprius Shar
Slide 8: Executive Summary – Exchange Ratio
Executive Summary – Exchange Ratio Determination of Exchange Ratio – The Exchange Ratio for options will be the same exchange ratio used to determine the number of New Amprius Shares that each share of Amprius common stock will be converted into in connection with the proposed transaction. Timing of
Slide 9: Executive Summary - Tax Implications
Executive Summary - Tax Implications Tax Liability: The conversion of Amprius options into Assumed New Amprius Options will not, in itself, trigger tax liabilities ISO Status: For incentive stock options (“ISOs”), conversion intended to allow options to continue as ISOs You should consult with your
Slide 10: Executive Summary – Exercise & Trading
Executive Summary – Exercise & Trading Pre-Close: Holders of Amprius options can continue to exercise vested options for shares of Amprius common stock before the closing Post-Close: Assumed New Amprius Options will be exercisable (when vested) for New Amprius Shares, as adjusted pursuant to the Mer
Slide 11: Option Overview & Treatment in Proposed Transaction
Option Overview & Treatment in Proposed Transaction
Slide 12: Amprius Options – a Quick Review
Amprius Options – a Quick Review Options generally give you the ability to buy shares at a fixed exercise price for a specified period of time, subject to vesting and other criteria Options to purchase shares of Amprius common stock were granted under Amprius’ 2016 Equity Incentive Plan and an award
Slide 13: Amprius Option Treatment in the Merger
Amprius Option Treatment in the Merger If you hold Amprius options that are outstanding and unexercised immediately before the Merger closes, those Amprius options will be assumed by New Amprius and converted into Assumed New Amprius Options Assumed New Amprius Options Cover New Amprius Shares rathe
Slide 14: Assumed New Amprius Options - Adjustments Based on Exchange Ratio
Assumed New Amprius Options - Adjustments Based on Exchange Ratio Number of New Amprius Shares under the Assumed New Amprius Option is equal to: Number of Amprius shares subject to the corresponding Amprius option immediately before the Merger closes, multiplied by The Exchange Ratio Any resulting f
Slide 15: Amprius Option Assumption Example
Amprius Option Assumption Example Assume the following hypothetical example Amprius option outstanding at the Closing: Option to purchase 1,000 shares of Amprius common stock Exercise price of $3.79 per share (for an aggregate exercise price of $3,790.00) Exchange Ratio of 1.45823 Amprius option to
Slide 16: General U.S. Income Tax Considerations
General U.S. Income Tax Considerations
Slide 17: Important Notice
Important Notice Neither Amprius nor any of its representatives is offering tax planning or tax advice. The following provides a brief summary of certain matters relating to the potential impact of U.S. federal income tax laws, as such laws were in effect on the date of this presentation, on certain
Slide 18: Assumption of Amprius Options
Assumption of Amprius Options No tax at assumption of Amprius option and conversion into Assumed New Amprius Option
Slide 19: Types of Options
Types of Options Two types of options for U.S. tax purposes Incentive stock options (ISOs) Nonstatutory stock options (NSOs) ISOs and NSOs differ only in their tax effects, not in any other way Note that it is possible for ISOs under certain circumstances to convert into NSOs In all cases you should
Slide 20: Nonstatutory Stock Options (NSOs)
Nonstatutory Stock Options (NSOs) An NSO is any option that does not qualify as an ISO No tax at the time of grant At exercise, difference between FMV at the time over the exercise price (the “spread”) is ordinary income Employees: subject to tax withholdings and reported on W-2 Non-employees: no ta
Slide 21: Incentive Stock Options (ISOs)
Incentive Stock Options (ISOs) An ISO is an option that is eligible for more favorable tax treatment than other options Key concepts: No tax at grant No tax at exercise Unless alternative minimum tax (AMT) applies Sale or other disposition of shares triggers income Tax consequences at sale differ de
Slide 22: Qualifying vs. Disqualifying Dispositions
Qualifying vs. Disqualifying Dispositions Applicable Holding Periods More than 2 years from grant date of ISOs More than 1 year from exercise of ISOs Must meet both holding periods for qualifying disposition of ISOs Failure to meet either of the holding periods results in disqualifying disposition o
Slide 23: Tax Results of Disposition Under ISOs
Tax Results of Disposition Under ISOs Qualifying: All gain is long-term capital gain in the year of sale Disqualifying: Tax in year of sale still, but - Ordinary income on the spread at exercise between FMV at exercise over the exercise price; and Capital gain on difference between sale price over e
Slide 24: Questions?
Questions? AMPRIUS TECHNOLOGIES, INC. FREQUENTLY ASKED QUESTIONS STOCK OPTIONS Forward-Looking Statements In connection with the proposed business combination between Amprius Technologies, Inc. (“Amprius”) and Kensington Capital Acquisition Corp. IV (“Kensington”) (NYSE: KCAC.U) (the “Proposed Busin
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