8-K

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): July 3, 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)

(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 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

EX-10.1

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

EX-99.1

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 company’s seamless transition and to pursue alternative avenues that will provide the company with additional liquidity.

TD Cowen’s extensive expertise in financial advisory services and deep industry knowledge, will bolster the Company’s efforts in capitalizing on emerging opportunities and accelerating its progress.

About Arrival

Arrival’s 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. Arrival’s 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. Kensington’s 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 management’s 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 Kensington’s and Arrival’s operations and business environment, all of which are difficult to predict and many of which are beyond Arrival’s 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 Company’s operations and business environment, all of which are difficult to predict and many of which are beyond the Company’s 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.

XML

Document and Entity Information	Jul. 03, 2023
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Jul. 03, 2023
Entity Registrant Name	KENSINGTON CAPITAL ACQUISITION CORP. V
Entity Incorporation, State or 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
Amendment Flag	false
Entity Central Index Key	0001865407
Capital Units [Member]
Document Information [Line Items]
Title of 12(b) Security	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]
Title of 12(b) Security	Class A ordinary shares included as part of the units
Trading Symbol	KCGI
Security Exchange Name	NYSE
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	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