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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 | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 11.03 | 11.01 | 11.01 | 11.01 | 19 | 01:00:00 |
Kensington Capital Acquisition Corp. V
|
(Name of Issuer)
|
Class A ordinary shares, $0.0001 par value
|
(Title of Class of Securities)
|
G5251K 111
|
(CUSIP Number)
|
Justin Mirro
|
Kensington Capital Acquisition Corp. V
|
1400 Old Country Road, Suite 301
|
Westbury, New York 11590
|
(703) 674-6514
|
(Name, Address and Telephone Number of Person Authorized to
|
Receive Notices and Communications)
|
April 6, 2023
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. G5251K 111
|
1
|
NAMES OF REPORTING PERSONS
|
|
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||
Kensington Capital Sponsor V LLC
|
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|||
|
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
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☐
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||
(b)
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☐
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||||
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||||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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|
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|||
|
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||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
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☐
|
||
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||||
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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||
Delaware
|
|
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|||
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
6,900,0001 |
|
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|||
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||||
8
|
SHARED VOTING POWER
|
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||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
6,900,0001 |
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|||
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||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
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|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,900,0001 |
|
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|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
20.0%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
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|||
|
|
1.
|
Includes 6,900,000 Class B ordinary shares, $0.0001 par value (“Class B Shares”), of Kensington Capital Acquisition Corp. V (the “Issuer”), which are automatically convertible into the Issuer’s
Class A ordinary shares, $0.0001 par value, at the time of the Issuer’s initial business combination on a one-for-one basis, subject to adjustment, as more fully described under the heading “Description of Securities” in the Issuer’s
registration statements on Form S-1 (File Nos. 333-257993 and 333-258779). Kensington Capital Sponsor V LLC (the “Sponsor”) is controlled by its managing member, Kensington Capital Partners, LLC (“Kensington”), which is
controlled by its managing member, Justin Mirro (“Mirro”). Mirro indirectly has the sole voting and dispositive power of the securities held by the Sponsor. Consequently, Kensington and Mirro may be deemed the beneficial owners
of the shares held by the Sponsor and have shared voting and dispositive control over such securities. Kensington and Mirro disclaim any ownership of securities reported herein other than to the extent of any pecuniary interest they may
have therein, directly or indirectly.
|
CUSIP No. G5251K 111
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Kensington Capital Partners, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
6,900,0002 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,900,0002 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,900,0002 |
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
20.0% |
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
2.
|
Includes 6,900,000 Class B Shares directly held by the Sponsor. The Sponsor is controlled by its managing member, Kensington, which is controlled by its managing member, Mirro. Mirro indirectly has the sole
voting and dispositive power of the securities held by the Sponsor. Consequently, Kensington and Mirro may be deemed the beneficial owners of the shares held by the Sponsor and have shared voting and dispositive control over such
securities. Kensington and Mirro disclaim any ownership of securities reported herein other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
|
CUSIP No. G5251K 111
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Justin Mirro
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
6,900,0003 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,900,0003 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,900,0003 |
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
20.0% |
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
3.
|
Includes 6,900,000 Class B Shares of the Issuer directly held by the Sponsor. The Sponsor is controlled by its managing member, Kensington, which is controlled by its managing member, Mirro. Mirro indirectly
has the sole voting and dispositive power of the securities held by the Sponsor. Consequently, Kensington and Mirro may be deemed the beneficial owners of the shares held by the Sponsor and have shared voting and dispositive control over
such securities. Kensington and Mirro disclaim any ownership of securities reported herein other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
|
Item1. |
Security and Issuer
|
Issuer: |
Kensington Capital Acquisition Corp. V (the “Issuer”)
|
Item2. |
Identity and Background
|
(i) |
the Sponsor, which is the holder of record of approximately 20.0% of the issued and outstanding ordinary shares of all classes of the Issuer (34,500,000) based on 27,600,000 Class A Shares and 6,900,000 Class B Shares, $0.0001 par value
(“Class B Shares”), outstanding as of December 31, 2022, as reported by the Issuer in its Annual Report on Form 10-K, filed by the Issuer with the Securities and Exchange Commission (the “SEC”) on April 3, 2023;
|
(ii) |
Kensington, the sole member of the Sponsor; and
|
(iii) |
Mirro, the Chairman and Chief Executive Officer of the Issuer and the managing member of Kensington.
|
Item3. |
Source and Amount of Funds or Other Consideration
|
Item4. |
Purpose of the Transaction
|
Item5. |
Interest in Securities of the Issuer
|
(i) |
Sole power to vote or direct the vote: See the responses to Row 7 on the attached cover pages;
|
(ii) |
Shared power to vote or direct the vote: See the responses to Row 8 on the attached cover pages;
|
(iii) |
Sole power to dispose or direct the disposition of: See the responses to Row 9 on the attached cover pages;
|
(iv) |
Shared power to dispose or direct the disposition of: See the responses to Row 10 on the attached cover pages.
|
Item6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item7. |
Material to be Filed as Exhibits
|
Exhibit 10.1
|
Sponsor Support Agreement, dated as of April 6, 2023, by and among the Sponsor, the Issuer and the Company (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer
with the SEC on April 7, 2023).
|
Exhibit 10.2
|
Letter Agreement, dated as of August 12, 2021, among the Issuer, the Sponsor and each of the officers and directors of the Issuer (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K
filed by the Issuer with the SEC on August 17, 2021).
|
Exhibit 99.1
|
Joint Filing Agreement, dated April 17, 2023, by and among the Reporting Persons.
|
Date: April 17, 2023
|
KENSINGTON CAPITAL SPONSOR V LLC
|
||
By: |
Kensington Capital Partners, LLC | ||
Its: |
Managing Member | ||
By:
|
/s/ Justin Mirro
|
||
Name:
|
Justin Mirro | ||
Title:
|
Managing Member | ||
Date: April 17, 2023
|
KENSINGTON CAPITAL PARTNERS, LLC
|
||
By:
|
/s/ Justin Mirro
|
||
Name:
|
Justin Mirro | ||
Title:
|
Managing Member | ||
Date: April 17, 2023
|
/s/ Justin Mirro
|
||
JUSTIN MIRRO
|
Date: April 17, 2023
|
KENSINGTON CAPITAL SPONSOR V LLC
|
|
By: |
Kensington Capital Partners, LLC | |
Its: |
Managing Member |
By:
|
/s/ Justin Mirro
|
||
Name:
|
Justin Mirro | ||
Title:
|
Managing Member | ||
Date: April 17, 2023
|
KENSINGTON CAPITAL PARTNERS, LLC
|
||
By:
|
/s/ Justin Mirro
|
||
Name:
|
Justin Mirro | ||
Title:
|
Managing Member | ||
Date: April 17, 2023
|
/s/ Justin Mirro
|
||
JUSTIN MIRRO
|
1 Year Kensington Capital Acqui... Chart |
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