false 0001865407 0001865407 2023-07-28 2023-07-28 0001865407 us-gaap:CapitalUnitsMember 2023-07-28 2023-07-28 0001865407 us-gaap:CommonClassAMember 2023-07-28 2023-07-28 0001865407 us-gaap:WarrantMember 2023-07-28 2023-07-28

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 28, 2023

 

 

KENSINGTON CAPITAL ACQUISITION CORP. V

(Exact name of registrant as specified in charter)

 

 

 

Cayman Islands   001-40741   98-1592043
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification Number)

 

1400 Old Country Road, Suite 301

Westbury, New York

  11590
(Address of principal executive offices)   (Zip code)

(703) 674-6514

(Registrant’s telephone number, including area code)

Not Applicable

(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

 

Trading
Symbol(s)

 

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 included as part of the units   KCGI   The New York Stock Exchange
Redeemable warrants included as part of the units, 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 (§ 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).

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 7.01.

Regulation FD Disclosure

On July 28, 2023, Kensington Capital Acquisition Corp. V (the “Company”) issued a press release announcing the filing of a definitive proxy statement for the solicitation of proxies in connection with an extraordinary general meeting of the Company’s shareholders to be held on August 15, 2023 to consider and vote on, among other proposals, an amendment to the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate a business combination from August 17, 2023 to August 17, 2024, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information provided in this Item 7.01, including the exhibit incorporated herein by reference, shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

 

Item 9.01.

Financial Statements and Exhibits

(d)    Exhibits

 

Exhibit No.   

Exhibit

99.1    Press Release, dated July 28, 2023.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

2


SIGNATURE

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: July 28, 2023

 

KENSINGTON CAPITAL ACQUISITION CORP. V
By:  

/s/ Daniel Huber

  Name:    Daniel Huber
  Title:    Chief Financial Officer

 

3

Exhibit 99.1

Kensington Capital Acquisition Corp. V Announces Meeting for Shareholders

to Extend Date for Business Combination

WESTBURY, N.Y., July 28, 2023 /PRNewswire/ — Kensington Capital Acquisition Corp. V (NYSE: KCGI.U) (the “Company”) announced that on July 28, 2023 it filed a definitive proxy statement (the “Definitive Proxy Statement”) for the solicitation of proxies in connection with an extraordinary general meeting (the “Extraordinary General Meeting”) of the Company’s shareholders to be held on August 15, 2023 to consider and vote on, among other proposals, an amendment to the Company’s Amended and Restated Memorandum and Articles of Association, to extend the date by which the Company must consummate a business combination from August 17, 2023 to August 17, 2024 (such proposal, the “Extension Amendment Proposal”). The Extension Amendment Proposal is described in more detail in the Definitive Proxy Statement.

If the Extension Amendment Proposal is not approved at the Extraordinary General Meeting, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem all of the Company’s Class A ordinary shares (the “Public Shares”) included as part of the units sold in the Company’s initial public offering (the “IPO”) that was consummated on August 17, 2021, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (the “Trust Account”) established in connection with the IPO including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, net of taxes payable (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and its board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Such redemption would occur by the close of business on August 18, 2023 with the last day of trading of the Company’s securities on August 17, 2023.

About Kensington Capital Acquisition Corp. V

Kensington Capital Acquisition Corp. V is a special purpose acquisition company formed for the purpose of effecting a merger, stock purchase or similar business combination with a business in the industrial sector. Kensington’s management team of Justin Mirro, Dan Huber, John Arney, Peter Goode, and Julian Ameler is supported by a board of independent directors including William Kassling, Anders Pettersson, Mitchell Quain, Mark Robertshaw, and Nickolas Vande Steeg.

For more information, please contact

Dan Huber

Chief Financial Officer

dan@kensington-cap.com

(703) 674-6514

FORWARD-LOOKING STATEMENTS

This press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission (the “SEC”). All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the SEC on April 3, 2023 and other documents filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.


IMPORTANT INFORMATION AND WHERE TO FIND IT

The Company will mail to its shareholders of record as of July 25, 2023, the Definitive Proxy Statement for the Extraordinary General Meeting to approve, among other proposals, the Extension Amendment Proposal. The Company urges investors, shareholders and other interested persons to read the Definitive Proxy Statement as well as other documents filed with the SEC, because these documents contain important information. Shareholders may also obtain a copy of the Definitive Proxy Statement, and other documents filed with the SEC, without charge, through the website maintained by the SEC at www.sec.gov. Shareholders will also be able to obtain a copy of the Definitive Proxy Statement, without charge, by directing a request to: Kensington Capital Acquisition Corp. V, 1400 Old Country Road, Suite 301, Westbury, NY 11590, Attention: Secretary.

PARTICIPANTS IN THE SOLICITATION

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with the Extraordinary General Meeting. Security holders may obtain more detailed information regarding the names, affiliations and interests of certain of the Company’s executive officers and directors in the solicitation by reading the Company’s Annual Report on Form 10-K filed with the SEC on April 3, 2023, the Definitive Proxy Statement and other relevant materials filed with the SEC when they become available. Information concerning the interests of the Company’s participants in the solicitation, which may, in some cases, be different from those of the Company’s shareholders generally, is set forth in the Definitive Proxy Statement.

NO OFFER OR SOLICITATION

This press release 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 and shall not constitute an offer to sell or a solicitation of an offer to buy the Company’s securities, 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 of 1933, as amended.

 

2

v3.23.2
Document and Entity Information
Jul. 28, 2023
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Jul. 28, 2023
Entity Registrant Name KENSINGTON CAPITAL ACQUISITION CORP. V
Entity Incorporation, State or Country Code E9
Entity File Number 001-40741
Entity Tax Identification Number 98-1592043
Entity Address, Address Line One 1400 Old Country Road
Entity Address, Address Line Two Suite 301
Entity Address, City or Town Westbury
Entity Address, State or Province NY
Entity Address, Postal Zip Code 11590
City Area Code 703
Local Phone Number 674-6514
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Entity Ex Transition Period false
Amendment Flag false
Entity Central Index Key 0001865407
Class A ordinary shares [Member]  
Document Information [Line Items]  
Title of 12(b) Security Class A ordinary shares included as part of the units
Trading Symbol KCGI
Security Exchange Name NYSE
Warrant [Member]  
Document Information [Line Items]  
Title of 12(b) Security Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol KCGI WS
Security Exchange Name NYSE
Capital Units [Member]  
Document Information [Line Items]  
Title of 12(b) Security Units, each consisting of one Class A ordinary share, $0.0001 par value, and three-fourths of one redeemable warrant
Trading Symbol KCGI.U
Security Exchange Name NYSE

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