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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 1, 2024

 

 

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 8.01.

Other Events.

On August 1, 2024, Kensington Capital Acquisition Corp. V (the “Company”) issued a press release announcing it will not complete a business combination and will redeem all of its outstanding Class A ordinary shares. The redemption is expected to occur on August 19, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit No.   

Exhibit

99.1    Press Release dated August 1, 2024.
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: August 1, 2024

 

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 Will Redeem its Public Shares and Will not Consummate an Initial Business Combination

WESTBURY, NY– August 1, 2024 – Kensington Capital Acquisition Corp. V (NYSE: KCGI) (“Kensington”), a publicly-traded special purpose acquisition company, today announced that it will be unable to consummate an initial business combination and intends to dissolve and liquidate in accordance with the provisions of its Amended and Restated Memorandum and Articles of Association, as amended (“Liquidation”). As previously disclosed, Kensington had extended the date by which Kensington had to consummate a business combination from August 17, 2023 to August 17, 2024. After careful consideration of the current SPAC market and after having completed an extensive search, Kensington has not found a suitable target. Therefore, Kensington determined to proceed with the Liquidation.

As of the close of business on August 19, 2024, the Class A ordinary shares that were included in the units issued in Kensington’s initial public offering (the “Public Shares”) will be deemed cancelled, and each Public Share will represent only the right to receive a redemption amount equal to the aggregate amount then on deposit in the trust account established in connection with the Kensington’s initial public offering (the “Trust Account”), including interest earned on the funds held in the Trust Account and not previously released to Kensington to pay Kensington’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares. Kensington anticipates that the last day of trading of the Public Shares and Kensington’s publicly traded units and warrants will be on or around Friday, August 16, 2024, and trading of the Public Shares will be suspended effective before the opening of markets on Monday, August 19, 2024.

The per-share redemption price for the Public Shares will be approximately $11.19.

In order to provide for the disbursement of funds from the Trust Account, Kensington intends to instruct the trustee of the Trust Account to take all necessary actions to liquidate the securities held in the Trust Account. The proceeds of the Trust Account will be held in a non-interest bearing account while awaiting disbursement to the holders of the Public Shares. Record holders will receive their pro rata portion of the proceeds of the Trust Account by delivering their Public Shares to Continental Stock Transfer & Trust Company, Kensington’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the redemption amount. The redemption of the Public Shares is expected to be completed on or about August 19, 2024.

There will be no redemption rights or liquidating distributions with respect to Kensington’s warrants.

Kensington’s initial shareholders will not be entitled to liquidating distributions from the Trust Account as a result of their ownership of Class B ordinary shares. However, if Kensington’s initial shareholders have acquired Public Shares, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares.

Kensington expects that NYSE will file a Form 25 with the United States Securities and Exchange Commission (the “SEC”) to delist Kensington’s securities. Kensington thereafter expects to file a Form 15 with the SEC to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).


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 Exchange Act. 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, Kensington’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in Kensington’s filings with 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 Kensington, including those set forth in the Risk Factors section of Kensington’s registration statement and prospectus for Kensington’s initial public offering filed with the SEC. Copies of such filings are available on the SEC’s website, www.sec.gov. Kensington undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contact:

Dan Huber

dan@kensington-cap.com

703-674-6514

 

2

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Document and Entity Information
Aug. 01, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Aug. 01, 2024
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 1 1400 Old Country Road
Entity Address Address Line 2 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
Capital Units [Member]  
Document 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
Class A ordinary shares [Member]  
Document Information [Line Items]  
Security 12b Title Class A ordinary shares included as part of the units
Trading Symbol KCGI
Security Exchange Name NYSE
Warrant [Member]  
Document 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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