Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations.
References to the Company, Kensington Capital Acquisition Corp. II, Kensington,
our, us or we refer to Kensington Capital Acquisition Corp. II. The following discussion and analysis of the Companys financial condition and results of operations should be read in conjunction with the
unaudited interim condensed financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and
uncertainties.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and
unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or
implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as may, should, could, would, expect, plan,
anticipate, believe, estimate, continue, or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those
described in our other SEC filings.
Overview
We
are a blank check company incorporated in Delaware on January 4, 2021. We were formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one
or more businesses (the Business Combination). We are an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.
Our sponsor is Kensington Capital Sponsor II LLC, a Delaware limited liability company (the Sponsor). The registration statement for our Initial
Public Offering was declared effective on February 25, 2021. On March 2, 2021, we consummated its Initial Public Offering of 23,000,000 units (the Units and, with respect to the Class A common stock included in the Units
being offered, the Public Shares), including the exercise of the underwriters option to purchase 3,000,000 additional Units (the Over-Allotment Units), at $10.00 per Unit, generating gross proceeds of
$230.0 million, and incurring offering costs of approximately $13.1 million, of which approximately $8.1 million was for deferred underwriting commissions.
Simultaneously with the closing of the Initial Public Offering, we consummated the private placement (Private Placement) of 8,800,000 warrants
(each, a Private Placement Warrant and collectively, the Private Placement Warrants) at a price of $0.75 per Private Placement Warrant to the Sponsor, generating proceeds of $6.6 million.
Upon the closing of the Initial Public Offering and the Private Placement, $230.0 million ($10.00 per Unit) of the net proceeds of the Initial Public
Offering and certain of the proceeds of the Private Placement was placed in a trust account (Trust Account) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in
U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the Investment Company Act), with a maturity of 185 days or less, or in money market funds
meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by us, until the earlier of: (i) the completion
of a Business Combination and (ii) the distribution of the Trust Account as described below.
Our management has broad discretion with respect to the
specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.
There is no assurance that we will be able to complete a Business Combination successfully. We must complete an initial Business Combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net
assets held in the Trust Account
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