Form 8-K - Current report

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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): August 15, 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)

[phone]

(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.  ☐

 

 

 

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Item 1.01.

Entry into a Material Definitive Agreement.

On August 15, 2023, Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company incorporated with limited liability (the “Company”), held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) to consider and vote on the proposals described under Item 5.07 of this Current Report on Form 8-K. At the Extraordinary General Meeting, the Company’s shareholders approved a proposal (the “Trust Amendment Proposal”) to amend the Company’s investment management trust agreement, dated as of August 12, 2021 (the “IMTA”), by and between the Company and Continental Stock Transfer & Trust Company (“Continental”), to extend the date by which the Company has to consummate a business combination from August 17, 2023 to August 17, 2024 or such earlier date as is determined by the Company’s board of directors (the “Board”) to be in the best interests of the Company (the “Extension”). Following such approval by the Company’s shareholders, the Company and Continental entered into Amendment No. 1 to the IMTA on August 15, 2023 (the “IMTA Amendment”).

The foregoing description of the IMTA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the IMTA Amendment, a copy of which is attached as Exhibit 10.1 hereto and incorporated by reference herein.

 

Item 3.03.

Material Modification to Rights of Security Holders.

The information disclosed in Items 5.03 and 5.07 of this Current Report on Form 8-K with respect to the Extension Amendment Proposal and Extension Amendment (each as defined below) is incorporated by reference into this Item 3.03 to the extent required.

 

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Extraordinary General Meeting, the Company’s shareholders approved an amendment to the Company’s amended and restated memorandum and articles of association (the “Extension Amendment”) to extend the date by which the Company has to consummate a business combination from August 17, 2023 to August 17, 2024 or such earlier date as is determined by the Board (the “Extension Amendment Proposal”). On August 15, 2023, the Company filed the Extension Amendment with the Registrar of Companies of the Cayman Islands.

The foregoing description of the Extension Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Extension Amendment, a copy of which is attached as Exhibit 3.1 hereto and incorporated by reference herein.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On August 15, 2023, the Company held the Extraordinary General Meeting to approve the Extension Amendment Proposal, the Trust Amendment Proposal and an adjournment proposal (the “Adjournment Proposal”), each as described in the definitive proxy statement filed by the Company with the Securities and Exchange Commission (the “SEC”) on July 28, 2023 (the “Proxy Statement”). Present at the Extraordinary General Meeting were holders of 27,704,750 ordinary shares of the Company (consisting of 20,804,750 Class A ordinary shares and 6,900,000 Class B ordinary shares), in person or by proxy, representing 80.30% of the voting power of the Company’s ordinary shares as of July 25, 2023, the record date for the Extraordinary General Meeting (the “Record Date”), and constituting a quorum for the transaction of business at the Extraordinary General Meeting. As of the Record Date, there were 27,600,000 Class A ordinary shares and 6,900,000 Class B ordinary shares issued and outstanding. Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Proxy Statement.

At the Extraordinary General Meeting, the Company’s shareholders approved the Extension Amendment Proposal and the Trust Amendment Proposal, in each case as defined and described in greater detail in the Proxy Statement.

 

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The approval of the Extension Amendment Proposal required the affirmative vote of the holders of at least two-thirds of the then issued and outstanding ordinary shares who, being present, either in person or by proxy, and entitled to vote at the Extraordinary General Meeting, voted at the Extraordinary General Meeting. The approval of the Trust Amendment Proposal required the affirmative vote of holders of at least 65% of the issued and outstanding ordinary shares.

The Adjournment Proposal, as described in greater detail in the Proxy Statement, was not presented to the Company’s shareholders as the Extension Amendment Proposal and the Trust Amendment Proposal each received a sufficient number of votes for approval.

Set forth below are the final voting results for the proposals:

Proposal 1: The Extension Amendment Proposal

A proposal to approve and adopt an amendment to the Company’s Amended and Restated Memorandum and Articles of Association to extend the date that the Company has to consummate a business combination from August 17, 2023 to August 17, 2024 or such earlier date as is determined by the Company’s Board to be in the best interests of the Company, as further described in the Proxy Statement. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s shareholders:

 

For		Against		Abstentions		Broker Non-Votes
24,298,000		3,405,320		1,430		N/A

Proposal 2: The Trust Amendment Proposal

A proposal to approve an amendment to the Investment Management Trust Agreement, dated August 12, 2021, by and between the Company and Continental, to extend the date on which Continental must liquidate the Trust Account established in connection with the Company’s initial public offering if the Company has not completed its initial business combination from August 17, 2023 to August 17, 2024 or such earlier date as is determined by the Company’s Board to be in the best interests of the Company, as further described in the Proxy Statement. The following is a tabulation of the votes with respect to this proposal, which was approved by Kensington’s shareholders:

 

For		Against		Abstentions		Broker Non-Votes
24,298,000		3,405,320		1,430		N/A

 

Item 7.01.

Regulation FD Disclosure.

In connection with the Extraordinary General Meeting, holders of 23,057,267 Class A ordinary shares exercised their right to redeem their shares for cash at a redemption price of approximately $10.64 per share, for an aggregate redemption amount of approximately $245.5 million.

The information provided in this Section 7.01 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.

 

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Item 9.01.

Financial Statements and Exhibits.

(d)    Exhibits

 

Exhibit No.		Exhibit
3.1		Amendment to Amended and Restated Memorandum and Articles of Association.
10.1		Amendment No. 1 to Investment Management Trust Agreement, dated as of August 15, 2023, by and between the Company and Continental Stock Transfer & Trust Company.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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: August 15, 2023

 

KENSINGTON CAPITAL ACQUISITION CORP. V
By:		/s/ Daniel Huber
Name:		Daniel Huber
Title:		Chief Financial Officer

Exhibit 3.1

AMENDMENTS

TO THE

AMENDED AND RESTATED

MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

KENSINGTON CAPITAL ACQUISITION CORP. V

KENSINGTON CAPITAL ACQUISITION CORP. V

(the “Company”)

RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY

RESOLVED, as a special resolution THAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the Company be amended by amending Article 49.7 by deleting the following introduction of such sub-section:

“In the event that the Company does not consummate a Business Combination within 12 months from the consummation of the IPO, or such later time as the Members may approve in accordance with the Articles, the Company shall:”

and replacing it with the following:

“In the event that the Company does not consummate a Business Combination by August 17, 2024 or such earlier date as is determined by the Board of Directors to be in the best interests of the Company, or such later time as the Members may approve in accordance with the Articles, the Company shall:”.

Exhibit 10.1

AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT

TRUST AGREEMENT

THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of August 15, 2023, by and between Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).

WHEREAS, on August 17, 2021, the Company consummated an initial public offering (the “Offering”) of units of the Company, each of which is composed of one of the Company’s Class A ordinary shares, par value $0.0001 per share (“Ordinary Shares”), and three-fourths of one warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share;

WHEREAS, $276,000,000 of the net proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) were delivered to the Trustee to be deposited and held in the segregated Trust Account located in the United States for the benefit of the Company and the holders of Ordinary Shares included in the Units issued in the Offering pursuant to the investment management trust agreement made effective as of August 12, 2021, by and between the Company and the Trustee (the “Original Agreement”);

WHEREAS, the Company has sought the approval of the holders of its Ordinary Shares and holders of its Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”), at an extraordinary general meeting to: (i) extend the date before which the Company must complete a business combination from August 17, 2023 to August 17, 2024 or such earlier date as is determined by the Board to be in the best interests of the Company (the “Extension Amendment”) and (ii) extend the date on which the Trustee must liquidate the Trust Account if the Company has not completed its initial business combination from August 17, 2023 to August 17, 2024 or such earlier date as is determined by our Board to be in the best interests of the Company (the “Trust Amendment”);

WHEREAS, holders of at least sixty-five percent (65%) of the then issued and outstanding Ordinary Shares and Class B Ordinary Shares, voting together as a single class, approved the Trust Amendment;

WHEREAS, holders of at least two-thirds of the then issued and outstanding ordinary shares who, being present, either in person or by proxy, and entitled to vote at an extraordinary general meeting, voted at the extraordinary general meeting to approve the Extension Amendment; and

WHEREAS, the parties desire to amend the Original Agreement to, among other things, reflect amendments to the Original Agreement contemplated by the Trust Amendment.

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

 

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1. Amendment to Trust Agreement. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows:

“(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, Secretary or Chairman of the Board of Directors of the Company (the “Board”) or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest (which interest shall be net of any taxes payable and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses, if applicable, it being understood that the Trustee has no obligation to monitor or question the Company’s position that an allocation has been made for taxes payable), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon (i) August 17, 2024 or such earlier date as is determined by our Board to be in the best interests of the Company or (ii) such later date as may be approved by the Company’s shareholders in accordance with the Company’s Amended and Restate Memorandum and Articles of Association, as amended, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest (which interest shall be net of any taxes payable and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses, it being understood that the Trustee has no obligation to monitor or question the Company’s position that an allocation has been made for taxes payable), shall be distributed to the Public Shareholders of record as of such date; provided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by August 17, 2024 or such earlier date as is determined by our Board to be in the best interests of the Company, the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Shareholders;”.

2. Miscellaneous Provisions.

2.1. Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns.

2.2. Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

2.3. Applicable Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York.

 

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2.4. Counterparts. This Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument.

2.5. Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.

2.6. Entire Agreement. The Original Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.

[Signature page follows]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

 

Continental Stock Transfer & Trust Company, as Trustee
By:		/s/ Francis Wolf
		Name: Francis Wolf
		Title: Vice President
Kensington Capital Acquisition Corp. V
By:		/s/ Daniel Huber
		Name: Daniel Huber
		Title: Chief Financial Officer

[Signature Page to Amendment to Investment Management Trust Agreement]

 

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Document and Entity Information	Aug. 15, 2023
Document And Entity Information [Line Items]
Amendment Flag	false
Entity Central Index Key	0001865407
Current Fiscal Year End Date	--12-31
Document Type	8-K
Document Period End Date	Aug. 15, 2023
Entity Registrant Name	KENSINGTON CAPITAL ACQUISITION CORP. V
Entity Incorporation State 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
Units Each Consisting Of One Class A Ordinary Share 0.0001 Par Value And Three Fourths Of One Redeemable Warrant [Member]
Document And Entity Information [Line Items]
Security 12b Title	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
Capital Unit, Class A [Member]
Document And Entity Information [Line Items]
Security 12b Title	Class A ordinary shares included as part of the units
Trading Symbol	KCGI
Security Exchange Name	NYSE
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 [Member]
Document And Entity Information [Line Items]
Security 12b Title	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

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