Amprius Battery Technology and Expansion Plan
DISCLAIMER (CONT.)
IMPORTANT INFORMATION FOR INVESTORS AND SHAREHOLDERS
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, initially filed on June 21, 2022 and as amended on August 9, 2022 (File No. 333265740) (the "Registration Statement") with the SEC by Kensington. The Registration Statement includes
a prospectus with respect to the combined company's securities to be issued in connection with the Proposed Business Combination and a preliminary proxy statement with respect to the
shareholder meeting of Kensington to vote on the Proposed Business Combination. Kensington also plans to file other documents and relevant materials with the SEC regarding the Proposed
Business Combination. After the Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus included in the Registration Statement will be mailed to the
shareholders of Kensington as of the record date to be established for voting on the Proposed Business Combination. SECURITY HOLDERS OF AMPRIUS AND KENSINGTON ARE URGED TO READ
THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS AND RELEVANT MATERIALS RELATING TO THE PROPOSED
BUSINESS COMBINATION THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING DECISION WITH
RESPECT TO THE PROPOSED BUSINESS COMBINATION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND THE PARTIES TO
THE PROPOSED BUSINESS COMBINATION. Shareholders are able to obtain free copies of the proxy statement/prospectus and other documents containing important information about Amprius
and Kensington once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. The information contained on, or that may be accessed through the
websites referenced in this Presentation is not incorporated by reference into, and is not a part of, this Presentation.
PARTICIPANTS IN THE SOLICITATION
Kensington and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Kensington in connection with the Proposed Business
Combination. Amprius and its officers and directors may also be deemed participants in such solicitation. Security holders may obtain more detailed information regarding the names, affiliations and
interests of certain of Kensington's executive officers and directors in the solicitation by reading Kensington's final prospectus filed with the SEC on March 2, 2022, the definitive proxy
statement/prospectus, which will become available after the Registration Statement has been declared effective by the SEC and other relevant materials filed with the SEC in connection with the
Proposed Business Combination when they become available. Information concerning the interests of Kensington's participants in the solicitation, which may, in some cases, be different from those of
Kensington's shareholders generally, is set forth in the preliminary proxy statement/prospectus included in the Registration Statement.
NO OFFER OR SOLICITATION
This Presentation shall not constitute an offer to sell or the solicitation of an offer to buy any securities or constitute a solicitation of any vote or approval in respect of the potential transaction and
shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Kensington, Amprius or the combined company, nor shall there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made
except by means of a prospectus meeting the requirements of the Securities Act.
TRADEMARKS AND TRADE NAMES
Amprius and Kensington own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This Presentation also
contains trademarks, service marks and trade names of third parties, which are the property of their respective owners. The use or display of third parties' trademarks, service marks, trade names, or
products in this Presentation is not intended to, and does not, imply a relationship with Amprius or Kensington, or an endorsement or sponsorship by or of Amprius or Kensington. Solely for
convenience, the trademarks, service marks and trade names referred to in this Presentation may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any
way, that Amprius or Kensington will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names.
Contacts:
For Investors
[email protected]
949.574.3860
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