KCGI Kensington Capital Acquisition Corp V
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 17, 2021 (August 12, 2021)
KENSINGTON CAPITAL ACQUISITION CORP. V
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
1400 Old Country Road, Suite 301
Westbury, New York
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (703) 674-6514
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
|Units, each consisting of one Class A ordinary share, $0.0001 par value, and three-fourths of one redeemable warrant||KCGI.U||The New York Stock Exchange|
|Class A ordinary shares||KCGI||The New York Stock Exchange|
|Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50||KCGI WS||The New York Stock Exchange|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On August 12, 2021, the Registration Statement on Form S-1 (File No. 333-257993) (the “Registration Statement”) relating to the initial public offering (the “IPO”) of Kensington Capital Acquisition Corp. V (the “Company”) was declared effective by the U.S. Securities and Exchange Commission and the Company subsequently filed, on August 12, 2021, a registration statement on Form S-1 (File No. 333-258779) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, which was effective immediately upon filing. On August 17, 2021, the Company consummated the IPO of 27,600,000 units (the “Units”), which includes the exercise in full of the underwriters’ option to purchase 3,600,000 Units at the IPO offering price to cover over-allotments. Each Unit consists of one Class A ordinary share of the Company, $0.0001 par value per share (the “Class A Ordinary Shares”), and three-fourths of one redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $276,000,000 (before underwriting discounts and commissions and offering expenses). Further, in connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:
an Underwriting Agreement, dated August 12, 2021, by and between the Company and UBS Securities LLC, as representative of the several underwriters, which contains customary representations and warranties and indemnification of the underwriters by the Company;
a Private Placement Warrants Purchase Agreement, dated August 12, 2021, between the Company and Kensington Capital Sponsor V LLC (the “Sponsor”), pursuant to which the Sponsor purchased 11,360,000 private placement warrants, each exercisable to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, at a price of $0.75 per warrant (the “Private Placement Warrants”);
a Warrant Agreement, dated August 12, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”), which sets forth the expiration and exercise price of and procedure for exercising the Warrants; certain adjustment features of the terms of exercise; provisions relating to redemption and cashless exercise of the Warrants; certain registration rights of the holders of Warrants; provision for amendments to the Warrant Agreement; and indemnification of the warrant agent by the Company under the agreement;
an Investment Management Trust Agreement, dated August 12, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee, which establishes the trust account that will hold the net proceeds of the IPO and certain of the proceeds of the sale of the Private Placement Warrants, and sets forth the responsibilities of the trustee; the procedures for withdrawal and direction of funds from the trust account; and indemnification of the trustee by the Company under the agreement;
a Registration Rights Agreement, dated August 12, 2021, between the Company and the Sponsor, which provides for customary demand and piggy-back registration rights for the Sponsor;
a Letter Agreement, dated August 12, 2021, by and among the Company, the Sponsor and each of the officers and directors of the Company, pursuant to which the Sponsor and each officer and director of the Company has agreed to vote any Class A Ordinary Shares and Class B ordinary shares of the Company held by it, him or her in favor of the Company’s initial business combination; to facilitate the liquidation and winding up of the Company if an initial business combination is not consummated within the required time period; to certain transfer restrictions with respect to the Company’s securities; and to certain indemnification obligations of the Sponsor; and pursuant to which the Company has agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of the Sponsor;
Indemnity Agreements, each dated August 12, 2021, between the Company and each of the officers and directors of the Company, pursuant to which the Company has agreed to indemnify each officer
and director of the Company against certain claims that may arise in their roles as officers and directors of the Company; and
a Services Agreement, dated August 12, 2021, by and between the Company and DEHC LLC, pursuant to which DEHC LLC has agreed to make available, or cause to be made available, to the Company, such administrative and other services of Daniel Huber as may be reasonably requested by the Company, for $20,000 per month, until the earliest of (a) the consummation by the Company of an initial business combination, (b) the Company’s liquidation and (c) the 18-month anniversary of the date the securities of the Company are first listed on the New York Stock Exchange (upon the consummation by the Company of an initial business combination, any portion of the amounts due that have not yet been paid will accelerate).
The above descriptions are qualified in their entirety by reference to the full text of the applicable agreement, each of which is incorporated by reference herein and filed herewith as Exhibits 1.1, 10.1, 4.1, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively.
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the consummation of the IPO and the issuance and sale of the Units, the Company consummated the private placement of 11,360,000 Private Placement Warrants at a price of $0.75 per Private Placement Warrant, generating total proceeds of $8,520,000 (the “Private Placement”). The Private Placement Warrants, which were purchased by the Sponsor, are substantially similar to the Public Warrants, except that if held by the Sponsor or its permitted transferees, they (i) may be exercised for cash or on a cashless basis, (ii) are not subject to being called for redemption, (iii) subject to certain limited exceptions, will be subject to transfer restrictions until 30 days following the consummation of the Company’s initial business combination and (iv) will be entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by holders on the same basis as the Public Warrants. The Private Placement Warrants have been issued pursuant to, and are governed by, the Warrant Agreement.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 12, 2021, in connection with the IPO, Anders Pettersson, Mitchell Quain, Mark Robertshaw, Nickolas Vande Steeg and William Kassling (the “New Directors” and, collectively with Justin Mirro and John Arney, the “Directors”) were appointed to the board of directors of the Company (the “Board”). Effective August 12, 2021, (i) Messrs. Robertshaw, Vande Steeg and Quain were also appointed to the Board’s Audit Committee, with Mr. Robertshaw serving as chair, (ii) Messrs. Pettersson and Kassling were also appointed to the Board’s Compensation Committee, with Mr. Pettersson serving as chair and (iii) Messrs. Quain and Pettersson were also appointed to the Board’s Nominating and Corporate Governance Committee, with Mr. Quain serving as chair.
The Company will reimburse the Directors for reasonable out-of-pocket expenses incurred in connection with fulfilling their roles as directors. Other than the foregoing, none of the Directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 16, 2021, the Company filed its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association is filed herewith as Exhibit 3.1 and is incorporated by reference herein.
Item 8.01. Other Events.
A total of $276,000,000 of the net proceeds from the IPO and the Private Placement (which includes $9,660,000 of the underwriters’ deferred discount) was placed in a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its tax obligations, the funds held in the trust account will not be released from the trust account until the earliest of: (1) the completion of the Company’s initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial business combination within 12 months (which is extendable at the Sponsor’s option and without action by the Company’s shareholders up to 24 months) from the closing of the IPO or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activities; and (3) the redemption of all of the Company’s public shares if the Company has not completed its initial business combination within 12 months (which is extendable at the Sponsor’s option and without action by the Company’s shareholders up to 24 months) from the closing of the IPO, subject to applicable law.
Item 9.01. Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 17, 2021
|KENSINGTON CAPITAL ACQUISITION CORP. V|
/s/ Daniel Huber
Chief Financial Officer