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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Kensington Capital Acquisition Corp V | NYSE:KCGI | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.038 | 0.34% | 11.08 | 11.08 | 11.00 | 11.00 | 1,429 | 21:06:12 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
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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:
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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 1.02. Termination of Material Definitive Agreement
As previously announced, on April 6, 2023, Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company incorporated with limited liability (“Kensington”), entered into a business combination agreement (the “Business Combination Agreement”) with Arrival, a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg, having its registered office at 60A, rue des Bruyères, L-1274 Howald, Grand Duchy of Luxembourg and registered with the RCS under number B248209 (the “Company”). The Business Combination Agreement had contemplated that, among other things, (i) upon closing Kensington would merge with and into one of the Company’s wholly-owned subsidiaries (“PubCo”), a joint stock company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg (the “Initial Merger”), with PubCo being the surviving entity, (ii) immediately after the effectiveness of the Initial Merger, PubCo would redeem and cancel the shares held by its initial shareholder pursuant to a share capital reduction of PubCo (the “Redemption”), and (iii) immediately following the effectiveness of the Initial Merger and the Redemption, the Company would merge with and into PubCo, with PubCo being the surviving entity.
Effective as of July 3, 2023 and in accordance with Section 9.01(a) of the Business Combination Agreement, Kensington and the Company mutually agreed to terminate the Business Combination Agreement, pursuant to a letter agreement between Kensington and the Company (the “Termination Letter”). Under the Termination Letter, Kensington waived and released all claims or causes of action against the Company and its Non-Party Affiliates (as defined in the Termination Letter), and the Company waived and released all claims or causes of action against Kensington and its Non-Party Affiliates, that have been or could have been, could now be, or could in the future be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to the Business Combination Agreement or any other Transaction Document (as defined in the Business Combination Agreement), or the negotiation, execution, or performance or non-performance of the Business Combination Agreement or any other Transaction Document (including any representation or warranty made in, in connection with, or as an inducement to, the Business Combination Agreement or any other Transaction Document).
The foregoing description of the Termination Letter is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure
On July 3, 2023, Kensington and the Company issued a joint press release announcing the termination of the Business Combination Agreement, 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 | |
10.1 | Termination Letter. | |
99.1 | Press Release, dated July 3, 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 3, 2023
KENSINGTON CAPITAL ACQUISITION CORP. V | ||||
By: | /s/ Daniel Huber | |||
Name: | Daniel Huber | |||
Title: | Chief Financial Officer |
3
Exhibit 10.1
July 3, 2023
By e-mail: chin@arrival.com
Arrival
60a, rue des Bruyeres, L-1274 Howald,
Grand Duchy of Luxembourg
Attention: Daniel Chin
Ladies and Gentlemen:
Reference is made to the Business Combination Agreement dated as of April 6, 2023 (the BCA) between Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company incorporated with limited liability (Kcompany), and Arrival, a joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg having its registered office at 60A, rue des Bruyeres, L-1274 Howald, Grand Duchy of Luxembourg and registered with the Luxembourg register of commerce and companies under number B248209 (the Company). Capitalized terms used but not defined herein have the meanings assigned to them in the BCA.
Kcompany and Company hereby agree that pursuant to Section 9.01(a) of the BCA, the Transactions are abandoned and the BCA is terminated, effective immediately.
Notwithstanding anything to the contrary in the BCA, Kcompany hereby irrevocably and unconditionally waives all claims or causes of action against the Company and its Non-Party Affiliates (as defined below) and releases the Company and its respective Non-Party Affiliates from any and all obligations, liabilities, losses or issues of whatsoever kind of nature, in each case, whether in contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise, whether accrued or unaccrued, whether known or unknown, whether asserted or unasserted, whether suspected or unsuspected, whether disclosed or undisclosed, that have been or could have been, could now be, or could in the future be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to the BCA or any other Transaction Document, or the negotiation, execution, or performance or non-performance of the BCA or any other Transaction Document (including any representation or warranty made in, in connection with, or as an inducement to, the BCA or any other Transaction Document).
Notwithstanding anything to the contrary in the BCA, the Company hereby irrevocably and unconditionally waives all claims or causes of action against Kcompany and its Non-Party Affiliates and releases Kcompany and its respective Non-Party Affiliates from any and all obligations, liabilities, losses or issues of whatsoever kind of nature, in each case, whether in contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise, whether accrued or unaccrued, whether known or unknown, whether asserted or unasserted, whether suspected or unsuspected, whether disclosed or undisclosed, that have been or could have been, could now be, or could in the future be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to the BCA or any other Transaction Document, or the negotiation, execution, or performance or non-
performance of the BCA or any other Transaction Document (including any representation or warranty made in, in connection with, or as an inducement to, the BCA or any other Transaction Document).
Non-Party Affiliate shall mean any (a) past, present or future director, officer, employee, incorporator, member, partner, stockholder, shareholder, agent, attorney, advisor, Representative or affiliate (or any investment fund or vehicle managed by an affiliate or portfolio company of such investment fund or vehicle) of a person, and (b) past, present or future director, officer, employee, incorporator, member, partner, stockholder, shareholder, agent, attorney, advisor, Representative or affiliate (or any investment fund or vehicle managed by an affiliate or portfolio company of such investment fund or vehicle) of any of the foregoing.
Sections 10.03, 10.06, 10.07 and 10.09 of the BCA are hereby incorporated by reference into this letter agreement, mutatis mutandis.
[The next page is the signature page]
Please sign below to confirm that this letter correctly sets forth your understanding of our agreement with respect to the foregoing matters.
Very truly yours, | ||
KENSINGTON CAPITAL ACQUISITION CORP. V | ||
By: | /s/ Justin Mirro | |
Name: Justin Mirro | ||
Title: Chairman and Chief Executive Officer |
Agreed:
ARRIVAL
By: | /s/ John Wozniak | |
Name: John Wozniak | ||
Title: CFO |
cc: | By e-mail: jeffrey.cohen@linklaters.com; pierre-emmanuel.perais@linklaters.com |
Linklaters LLP
1290 Avenue of the Americas
New York, NY 10104
Attention: Jeffrey Cohen; Pierre-Emmanuel Perais
Exhibit 99.1
Arrival and Kensington Capital Acquisition Corp. V Agreed to Terminate Business Combination Agreement
| Kensington Capital Acquisition Corp V (NYSE: KCGI.U) and Arrival (Nasdaq: ARVL) have agreed to terminate the business combination agreement signed April 6, 2023 |
| Following the termination of the agreement, Arrival intends to pursue alternative fundraising opportunities. |
| Arrival has engaged TD Cowen to assist in developing other strategic opportunities. |
LUXEMBOURG and WESTBURY, N.Y. July 3, 2023 Arrival (Nasdaq: ARVL) (Arrival or the Company), inventor of a unique new method of design and production of electric vehicles (EVs), and Kensington Capital Acquisition Corp. V (Kensington) (NYSE: KCGI.U), a special purpose acquisition company, today announced that both companies have agreed to terminate the business combination agreement (BCA) initially signed April 6, 2023.
Arrival intends to redirect its focus towards advancing other opportunities. The Company has engaged the services of TD Cowen and Teneo Financial Advisory to ensure the companys seamless transition and to pursue alternative avenues that will provide the company with additional liquidity.
TD Cowens extensive expertise in financial advisory services and deep industry knowledge, will bolster the Companys efforts in capitalizing on emerging opportunities and accelerating its progress.
About Arrival
Arrivals mission is to master a radically more efficient New Method to design, produce, sell and service purpose-built electric vehicles, to support a world where cities are free from fossil fuel vehicles. Arrivals in-house technologies enable a unique approach to producing vehicles using rapidly-scalable, local Microfactories. Arrival (Nasdaq: ARVL) is a joint stock company governed by Luxembourg law.
About Kensington Capital Acquisition Corp. V
Kensington Capital Acquisition Corp. V (NYSE: KCGI.U) 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. Kensingtons 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 additional information, please visit autospac.com.
Contacts:
For Arrival
Media
pr@arrival.com
Investors
Cody Slach and Tom Colton
Gateway Group
949-574-3860
ARVL@gatewayir.com
IR@arrival.com
For Kensington
Dan Huber
Chief Financial Officer
dan@kensington-cap.com
703-674-6514
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking statements within the meaning of the U.S. federal securities laws. These forward-looking statements generally are identified by the words believe, target, project, expect, anticipate, estimate, intend, positioned, strategy, outlook, future, opportunity, plan, potential, predict, may, should, could, will, would, will be, will continue, will likely result, and similar expressions. Such statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are based on managements belief or interpretation of information currently available. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Readers are cautioned not to put undue reliance on forward-looking statements as they are subject to numerous uncertainties and factors relating to Kensingtons and Arrivals operations and business environment, all of which are difficult to predict and many of which are beyond Arrivals control. Except as required by applicable law, Arrival assumes no obligation to and does not intend to update or revise these forward-looking statements after the date of this press release, whether as a result of new information, future events, or otherwise. In light of these risks and uncertainties, you should keep in mind that any event described in a forward-looking statement made in this press release or elsewhere might not occur.
Readers are cautioned not to put undue reliance on forward-looking statements as they are subject to numerous uncertainties and factors relating to the Companys operations and business environment, all of which are difficult to predict and many of which are beyond the Companys control. Except as required by applicable law, neither the Company, Kensington, nor any of their respective affiliates assume any obligation to and does not intend to update or revise these forward-looking statements after the date of the respective Materials, whether as a result of new information, future events, or otherwise. In light of these risks and uncertainties, you should keep in mind that any event described in a forward-looking statement made in the Materials or elsewhere might not occur. The Company does not give any assurance that it will achieve its expectations.
Neither the Company, Kensington nor their advisers and/or agents undertake any obligation to provide the recipient with access to any additional information or to update these materials or any additional information or to correct any inaccuracies in any such information which may become apparent except as required under applicable law and regulation.
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