Amendment: SEC Form SCHEDULE 13G/A filed by Amprius Technologies Inc.
$AMPX
Industrial Machinery/Components
Miscellaneous
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
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Amprius Technologies, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value (Title of Class of Securities) |
03214Q108 (CUSIP Number) |
08/06/2025 (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
SALZMAN ALAN E | ||||||||
| 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
CANADA (FEDERAL LEVEL)
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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
3,112,992.00 | ||||||||
| 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)
2.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note (1) Shares beneficially owned consists of (i) 1,605,519 shares of the Issuer's common stock held by VantagePoint CleanTech Partners II, L.P. ("VP CleanTech II"), (ii) 100,000 shares of the Issuer's common stock issuable upon the exercise of warrants to purchase shares of the Issuer's common stock at an exercise price of $12.50 per share ("PIPE Warrants") held by VP CleanTech II, (iii) 1,307,473 shares of the Issuer's common stock held by VantagePoint Venture Partners 2006 (Q), L.P. ("VP 2006") and (iv) 100,000 shares of the Issuer's common stock issuable upon the exercise of PIPE Warrants held by VP 2006. The Reporting Person is the managing member of VantagePoint Venture Associates 2006, L.L.C., the general partner of VP 2006 and the Chief Executive Officer of VantagePoint CleanTech Management, Ltd., the general partner of VantagePoint CleanTech Associates II, L.P., the general partner for VP CleanTech II and, pursuant to the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, may be deemed to beneficially own the shares held by VP 2006 and VP CleanTech II. Pursuant to Rule 13d-4, the Reporting Person disclaims beneficial ownership of the shares of the Issuer's common stock reflected herein and, as such, declares that the statement shall not be construed as an admission that the Reporting Person is the beneficial owner of any securities covered hereby.
Note (2) Percentage of class is calculated based on 120,546,077 shares of common stock outstanding as of May 1, 2025, as stated by the Issuer in its Current Report on Form 10-Q filed on May 8, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Amprius Technologies, Inc. | |
| (b) | Address of issuer's principal executive offices:
1180 PAGE AVENUE, FREMONT, CALIFORNIA, 94538. | |
| Item 2. | ||
| (a) | Name of person filing:
Alan Salzman (the "Reporting Person") | |
| (b) | Address or principal business office or, if none, residence:
1505 East Valley Road Suite E
Santa Barbara, CA 93108
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| (c) | Citizenship:
The Reporting Person is a citizen of Canada. | |
| (d) | Title of class of securities:
Common Stock, $0.0001 par value | |
| (e) | CUSIP No.:
03214Q108 | |
| 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: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | 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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| (i) | 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: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
3,112,992 shares
Consists of (i) 1,605,519 shares of the Issuer?s common stock held by VP CleanTech II, (ii) 100,000 shares of the Issuer's common stock issuable upon the exercise of PIPE Warrants held by VP CleanTech II, (iii) 1,307,473 shares of the Issuer's common stock held by VP 2006 and (iv) 100,000 shares of the Issuer's common stock issuable upon the exercise of PIPE Warrants held by VP 2006. The Reporting Person is the managing member of VantagePoint Venture Associates 2006, L.L.C., the general partner of VP 2006 and the Chief Executive Officer of VantagePoint CleanTech Management, Ltd., the general partner of VantagePoint CleanTech Associates II, L.P., which is the general partner of VP CleanTech II and, pursuant to the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, may be deemed to beneficially own the shares held by VP 2006 and VP CleanTech II. Pursuant to Rule 13d-4, the Reporting Person disclaims beneficial ownership of the shares of the Issuer's common stock reflected herein and, as such, declares that the statement shall not be construed as an admission that the Reporting Person is the beneficial owner of any securities covered hereby.
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| (b) | Percent of class:
2.6%
Based on 120,546,077 shares of common stock outstanding as of May 1, 2025, as stated by the Issuer in its Current Report on Form 10-Q filed 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:
0 shares | ||
| (ii) Shared power to vote or to direct the vote:
3,112,992 shares (see Item 4(a)) | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 shares | ||
| (iv) Shared power to dispose or to direct the disposition of:
3,112,992 shares (see Item 4(a)) | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| 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.
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| 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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