KCGI / Kensington Capital Acquisition Corp. V - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

KCGI / Kensington Capital Acquisition Corp. V / Vivaldi Asset Management, LLC - 13G/A KCGI Passive Investment

SC 13G/A 1 schedule13gakcgi111424.htm 13G/A KCGI UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Kensington Capital Acquisition Corp. V (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G5251K103 (CUSIP Number) September 30, 2024 (Date of Event whic

KCGI / Kensington Capital Acquisition Corp. V / NOMURA HOLDINGS INC Passive Investment

SC 13G/A 1 sayw2411141413ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Kensington Capital Acquisition Corp. V (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G5251K103 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing o

KCGI / Kensington Capital Acquisition Corp. V / RIVERNORTH CAPITAL MANAGEMENT, LLC Passive Investment

SC 13G/A 1 fp0090471-2sc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 1)* Kensington Capital Acquisition Corp. V (Name of Issuer) Class A ordinary shares (Title of Class of Securities) G5251K103

KCGI / Kensington Capital Acquisition Corp. V / Walleye Capital LLC Passive Investment

SC 13G/A 1 walleye-kcgi093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* KENSINGTON CAPITAL ACQUISITION CORP. V (Name of Issuer) Class A ordinary shares (Title of Class of Securities) G5251K103 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check t

KCGI / Kensington Capital Acquisition Corp. V / COWEN AND COMPANY, LLC - COWEN AND COMPANY, LLC Passive Investment

SC 13G/A 1 kcgia1111224.htm COWEN AND COMPANY, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Kensington Capital Acquisition Corp. V (Name of Issuer) Class A ordinary shares (Title of Class of Securities) G5251K103 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Sta

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40741 Kensington Capital Acquisition Corp. V (Exact name of registrant

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on August 30, 2024, pursuant to the provisions of Rule 12d2-2 (a).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from       to       KENSINGTON CAPITAL ACQUISITI

Current Report

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 in

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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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from     to     KENSINGTON CAPITAL ACQUISITION

SEC FILE NUMBER

NT 10-Q SEC FILE NUMBER 001-40741 CUSIP NUMBER G5251K 103 G5251K 111 G5251K 129 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Kensington Capital Acquisition Corp. V Clawback Policy

Exhibit 97.1 KENSINGTON CAPITAL ACQUISITION CORP. V Incentive-Based Compensation Clawback Policy The Board of Directors (the “Board”) of Kensington Capital Acquisition Corp. V (the “Company”) has adopted this Incentive-Based Compensation Clawback Policy (the “Policy”) for the purpose of enabling the Company to recover certain incentive compensation in the event that the Company is required to prep

Power of Attorney (included on the signature page)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from   to    Commission file number: 001-

KCGI / Kensington Capital Acquisition Corp. V / Vivaldi Asset Management, LLC Passive Investment

SC 13G 1 schedule13gkcgi21424.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Kensington Capital Acquisition Corp. V (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G5251K103 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing o

KCGI / Kensington Capital Acquisition Corp. V / Walleye Capital LLC Passive Investment

SC 13G 1 walleye-kcgi123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* KENSINGTON CAPITAL ACQUISITION CORP. V (Name of Issuer) Class A ordinary shares (Title of Class of Securities) G5251K103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appro

KCGI / Kensington Capital Acquisition Corp. V / NOMURA HOLDINGS INC Passive Investment

SC 13G 1 sayw2402144113g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Kensington Capital Acquisition Corp. V (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G5251K103 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of thi

KCGI / Kensington Capital Acquisition Corp. V / RIVERNORTH CAPITAL MANAGEMENT, LLC Passive Investment

SC 13G 1 fp0087161-20sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 0)* Kensington Capital Acquisition Corp. V (Name of Issuer) Class A ordinary shares (Title of Class of Securities) G5251K103 (C

KCGI / Kensington Capital Acquisition Corp. V / PERISCOPE CAPITAL INC. - SC 13G Passive Investment

SC 13G 1 d732444dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Kensington Capital Acquisition Corp V (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G5251K103 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of

KCGI / Kensington Capital Acquisition Corp. V / ADAGE CAPITAL PARTNERS GP, L.L.C. - KENSINGTON CAPITAL ACQUISITION CORP. V Passive Investment

SC 13G/A 1 p24-0580sc13ga.htm KENSINGTON CAPITAL ACQUISITION CORP. V SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Kensington Capital Acquisition Corp. V (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G5251K103 (CUSIP Number) December 31, 2023 (Date of Event

KCGI / Kensington Capital Acquisition Corp. V / COWEN AND COMPANY, LLC - COWEN AND COMPANY, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Kensington Capital Acquisition Corp V A (Name of Issuer) Common Stock (Title of Class of Securities) G5251K103 (CUSIP Number) December 29, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

KCGI / Kensington Capital Acquisition Corp. V / HIGHBRIDGE CAPITAL MANAGEMENT LLC - KENSINGTON CAPITAL ACQUISITION CORP. V Passive Investment

SC 13G/A 1 p24-0329sc13ga.htm KENSINGTON CAPITAL ACQUISITION CORP. V SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Kensington Capital Acquisition Corp. V (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G5251K103 (CUSIP Number) December 31, 2023 (Date of event

KCGI / Kensington Capital Acquisition Corp. V / Harraden Circle Investments, LLC - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Kensington Capital Acquisition Corp. V (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) G5251K103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the

JOINT FILING AGREEMENT

EX-99.1 2 d737891dex991.htm EX-99.1 SCHEDULE 13G CUSIP No. G5251K103 Page 1 1 of 11 Pages EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of Kensington Capital Acquisition Corp. V dated as of January 31, 2024, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, f

Submission of Matters to a Vote of Security Holders

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): December 17, 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to KENSINGTON CAPITAL ACQUISITION CORP

Promissory Note, dated August 29, 2023, issued to Kensington Capital Sponsor V LLC.

EX-10.1 Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE

Amendment, dated August 29, 2023, to Services Agreement between Kensington Capital Acquisition Corp. V and DEHC LLC.

EX-10.2 Exhibit 10.2 KENSINGTON CAPITAL ACQUISITION CORP. V 1400 Old Country Road, Suite 301 Westbury, New York 11590 August 29, 2023 DEHC LLC 3355 Pierson Drive Wilmington, Delaware 19810 Re: Amendment to Services Agreement Ladies and Gentlemen: Reference is made to the Services Agreement dated August 12, 2021 by and between Kensington Capital Acquisition Corp. V (the “Company”) and DEHC LLC (the

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 29, 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 i

JOINT FILING AGREEMENT

EX-99.1 2 d532029dex991.htm EX-99.1 EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of Kensington Capital Acquisition Corp. V dated as of August 21, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordan

KCGI / Kensington Capital Acquisition Corp V - Class A / Harraden Circle Investments, LLC - SC 13G Passive Investment

SC 13G 1 d532029dsc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Kensington Capital Acquisition Corp. V G5251K103 (CUSIP Number) August 15, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☐ Rule 13

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.

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 co

Amendment to Amended and Restated Memorandum and Articles of Association.

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 A

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 i

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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 11, 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 i

Form of Non-Redemption Agreement.

EX-10.1 Exhibit 10.1 NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of August [•], 2023 by and among Kensington Capital Acquisition Corp. V (“KCGI”), Kensington Capital Sponsor V LLC (the “Sponsor”) and the undersigned investors (each, an “Investor” or, as the context otherwise requires

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to KENSINGTON CAPITAL ACQUISITION CORP. V (

Kensington Capital Acquisition Corp. V Announces Meeting for Shareholders to Extend Date for Business Combination

Exhibit 99.1 Kensington Capital Acquisition Corp. V Announces Meeting for Shareholders to Extend Date for Business Combination WESTBURY, N.Y., July 28, 2023 /PRNewswire/ — Kensington Capital Acquisition Corp. V (NYSE: KCGI.U) (the “Company”) announced that on July 28, 2023 it filed a definitive proxy statement (the “Definitive Proxy Statement”) for the solicitation of proxies in connection with an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

Regulation FD Disclosure, Financial Statements and Exhibits

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 28, 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 inc

July 25, 2023

Hughes Hubbard & Reed LLP One Battery Park Plaza New York, New York 10004-1482 Office:+1 (212) 837-6000 Fax: +1 (212) 422-4726 hugheshubbard.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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 C

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 inco

Arrival and Kensington Capital Acquisition Corp. V Agreed to Terminate Business Combination Agreement

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. • A

Termination Letter, dated July 3, 2023, between Kensington and Arrival (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 3, 2023).

EX-10.1 Exhibit 10.1 July 3, 2023 By e-mail: [email protected] 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 (“Kcompan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to KENSINGTON CAPITAL ACQUISITION CORP. V

KCGI.U / Kensington Capital Acquisition Corp. V Units, each consisting of one Class A ordinary share and thre / Kensington Capital Sponsor V LLC - SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* 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 (70

Arrival Advances U.S. Commercialization Plans Through Business Combination with Kensington Capital Acquisition Corp. V

EX-99.1 Exhibit 99.1 Arrival Advances U.S. Commercialization Plans Through Business Combination with Kensington Capital Acquisition Corp. V • Arrival (Nasdaq: ARVL) has entered into a business combination agreement with Kensington Capital Acquisition Corp. V (NYSE: KCGI.U). • Upon closing, the combined company’s ordinary shares are expected to be listed on Nasdaq under the ticker symbol “ARVL.” •

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): April 6, 2023 Kensington Capital Acquisition Corp. V (Exact name of registrant as specified in its charter) Cayman Islands 001-40741 98-1592043 (State or other jurisdiction of

(Next Page is Signature Page)

425 Filed by Arrival This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Kensington Capital Acquisition Corp.

SPONSOR SUPPORT AGREEMENT

425 Filed by Arrival This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Kensington Capital Acquisition Corp.

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): April 6, 2023 Kensington

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): April 6, 2023 Kensington Capital Acquisition Corp. V (Exact name of registrant as specified in its charter) Cayman Islands 001-40741 98-1592043 (State or other jurisdiction of

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425 Filed by Arrival This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Kensington Capital Acquisition Corp.

Sponsor Support Agreement, dated as of April 6, 2023, by and among the Sponsor, Kensington and Arrival (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 7, 2023).

EX-10.1 Exhibit 10.1 EXECUTION VERSION SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement dated as of April 6, 2023 (this “Agreement”) is among Kensington Capital Sponsor V LLC, a Delaware limited liability company (“Sponsor”), Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company incorporated with limited liability (“Kcompany”), and Arrival, a joint stock company (sociét

INVESTOR PRESENTATION Disclaimer (2/2) While the Company believes that each of these publications has been prepared by a reputable source, none of the Company, Kensington, NewCo or any of their respective Affiliates, members, directors, officers or e

EX-99.3 Exhibit 99.3 ARRIVAL Investor Presentation APRIL 2023 Investor Presentation INVESTOR PRESENTATION Disclaimer (1/2) This presentation has been prepared by Arrival (the “Company”) and comprises the slides for a presentation to stakeholders and other interested parties concerning the proposed business combination among the Company, Kensington Capital Acquisition Corp. V (“Kensington”) and (“N

Arrival Combination with Kensington Capital Acquisition Corp. V Investor Call Script April 06, 2023

EX-99.2 Exhibit 99.2 IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION No Offer or Solicitation; Additional Information and Where to Find It These materials are for informational purposes only and do not constitute or form part of (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination among the Company, Kensingto

Business Combination Agreement, dated as of April 6, 2023, between Kensington and Arrival (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 7, 2023).

EX-2.1 Exhibit 2.1 EXECUTION VERSION BUSINESS COMBINATION AGREEMENT between Kensington Capital Acquisition Corp. V and Arrival Dated as of April 6, 2023 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 3 SECTION 1.01. Certain Definitions 3 SECTION 1.02. Further Definitions 14 SECTION 1.03. Construction 16 ARTICLE II. THE TRANSACTION 17 SECTION 2.01. Closing 17 SECTION 2.02. Initial Merger 17 SECTION

Form of Registration Rights and Lock-Up Agreement by and among PubCo, the Sponsor and certain shareholders of Arrival (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 7, 2023).

EX-10.2 Exhibit 10.2 FINAL REGISTRATION RIGHTS AND LOCK-UP AGREEMENT This Registration Rights and Lock-Up Agreement (this “Agreement”) dated as of [ ], 20231 is among Arrival PubCo, a société anonyme for an unlimited period organized under the laws of the Grand Duchy of Luxembourg, having its registered office at [ ], Grand Duchy of Luxembourg and registered with the Luxembourg register of commerc

Filed by Arrival

425 Filed by Arrival This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Kensington Capital Acquisition Corp.

Arrival Combination with Kensington Capital Acquisition Corp. V Investor Call Script April 06, 2023

425 Filed by Arrival This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Kensington Capital Acquisition Corp.

Arrival Advances U.S. Commercialization Plans Through Business Combination with Kensington Capital Acquisition Corp. V

425 Filed by Arrival This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933 Subject Company: Kensington Capital Acquisition Corp.

Power of Attorney (included on the signature page)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40741

SEC FILE NUMBER

NT 10-K SEC FILE NUMBER 001-40741 CUSIP NUMBER G5251K 103 G5251K 111 G5251K 129 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Unregistered Sales of Equity Securities, Other Events

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): February 15, 2023 KENSINGTON CAPITAL ACQUISITION CORP. V (Exact name of registrant as specified in its charter) Cayman Islands 001-40741 98-1592043 (State or other jurisdictio

KCGI / Kensington Capital Acquisition Corp V - Class A / CITADEL ADVISORS LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm233474-26sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* KENSINGTON CAPITAL ACQUISITION CORP. V (Name of Issuer) Class A Ordinary Share, $0.0001 par value

KCGI / Kensington Capital Acquisition Corp V - Class A / HIGHBRIDGE CAPITAL MANAGEMENT LLC - KENSINGTON CAPITAL ACQUISITION CORP. V Passive Investment

SC 13G/A 1 p23-0378sc13ga.htm KENSINGTON CAPITAL ACQUISITION CORP. V SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Kensington Capital Acquisition Corp. V (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G5251K103 (CUSIP Number) December 31, 2022 (Date of event

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to KENSINGTON CAPITAL ACQUISITION CORP

SEC FILE NUMBER

SEC FILE NUMBER 001-40741 CUSIP NUMBER G5251K 103 G5251K 111 G5251K 129 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to KENSINGTON CAPITAL ACQUISITION CORP. V (

Unregistered Sales of Equity Securities, Other Events

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 4, 2022 KENSINGTON CAPITAL ACQUISITION CORP. V (Exact name of registrant as specified in its charter) Cayman Islands 001-40741 98-1592043 (State or other jurisdiction o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to KENSINGTON CAPITAL ACQUISITION CORP. V

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40741

KCGI.U / Kensington Capital Acquisition Corp. V Units, each consisting of one Class A ordinary share and thre / Dryden Capital, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 1)* Kensington Capital Acquisition Corp. V (Name of Issuer) Units, each consisting of one Class A ordinary share, $0.0001 par value, and three-fourths of one

KCGI / Kensington Capital Acquisition Corp V - Class A / CITADEL ADVISORS LLC - KENSINGTON CAPITAL ACQUISITION CORP. V Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. )* Kensington Capital Acquisition Corp. V (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (the ?Shares?) (Title of Class

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Shares of Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on beh

KCGI / Kensington Capital Acquisition Corp V - Class A / ADAGE CAPITAL PARTNERS GP, L.L.C. - KENSINGTON CAPITAL ACQUISITION CORP. V Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Kensington Capital Acquisition Corp. V (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G5251K103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box t

KCGI / Kensington Capital Acquisition Corp V - Class A / HIGHBRIDGE CAPITAL MANAGEMENT LLC - KENSINGTON CAPITAL ACQUISITION CORP. V Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Kensington Capital Acquisition Corp. V (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G5251K103 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to KENSINGTON CAPITAL ACQUISITION CORP

Kensington Capital Acquisition Corp. V Announces the Separate Trading of its Class A Ordinary Shares and Redeemable Warrants Commencing October 4, 2021

Exhibit 99.1 Kensington Capital Acquisition Corp. V Announces the Separate Trading of its Class A Ordinary Shares and Redeemable Warrants Commencing October 4, 2021 New York, New York, October 1, 2021?Kensington Capital Acquisition Corp. V (NYSE: KCGI.U) (the ?Company?) announced that, commencing October 4, 2021, holders of the units sold in the Company?s initial public offering of 27,600,000 unit

Financial Statements and Exhibits, Other Events

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): October 1, 2021 KENSINGTON CAPITAL ACQUISITION CORP. V (Exact name of registrant as specified in its charter) Cayman Islands 001-40741 98-1592043 (State or other jurisdiction

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to KENSINGTON CAPITAL ACQUISITION CORP. V (

ADAGE CAPITAL PARTNERS GP, L.L.C. - KENSINGTON CAPITAL ACQUISITION CORP. V

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Kensington Capital Acquisition Corp. V (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G5251K111** (CUSIP Number) August 17, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to d

HIGHBRIDGE CAPITAL MANAGEMENT LLC

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Kensington Capital Acquisition Corp. V (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G5251K111** (CUSIP Number) August 17, 2021 (Date of event which requires filing of this statement) Check the appropriate box to d

Financial Statements and Exhibits, Other Events

8-K 1 d183395d8k.htm 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): August 17, 2021 KENSINGTON CAPITAL ACQUISITION CORP. V (Exact name of registrant as specified in its charter) Cayman Islands 001-40741 98-1592043 (Sta

KENSINGTON CAPITAL ACQUISITION CORP. V Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of August 17, 2021 F-3 Notes to Financial Statement F-4

Exhibit 99.1 KENSINGTON CAPITAL ACQUISITION CORP. V Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of August 17, 2021 F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Kensington Capital Acquisition Corp. V Opinion on the Financial Statement We have audited the accompanying balanc

Dryden Capital, LLC

SC 13G 1 formsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Kensington Capital Acquisition Corp. V (Name of Issuer) Units, each consisting of one Class A ordinary share, $0.0001 par value, and three-fourths of one redeemable warrant (Title of Class of Securities) G5251K111 (CUSIP Number) Aug

Underwriting Agreement by and between among the Company and UBS Securities LLC, as representative of the several underwriters

Exhibit 1.1 KENSINGTON CAPITAL ACQUISITION CORP. V 24,000,000 Units Underwriting Agreement August 12, 2021 UBS Securities LLC As Representative of the several Underwriters listed in Schedule 1 hereto c/o UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 Ladies and Gentlemen: Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company (the ?Company?), proposes to

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 d202563d8k.htm 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): August 17, 2021 (August 12, 2021) KENSINGTON CAPITAL ACQUISITION CORP. V (Exact name of registrant as specified in its charter) Cayman Islands 001-407

Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on August 17, 2021)

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF KENSINGTON CAPITAL ACQUISITION CORP. V (ADOPTED BY SPECIAL RESOLUTION DATED 16 AUGUST 2021 AND EFFECTIVE ON 16 AUGUST 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIAT

Warrants Subscription Agreement, between the Registrant and Kensington Capital Sponsor V LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on August 17, 2021)

Exhibit 10.1 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of August 12, 2021, is entered into by and between Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company (the ?Company?), and Kensington Capital Sponsor V L

Warrant Agreement, between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on August 17, 2021)

Exhibit 4.1 WARRANT AGREEMENT between KENSINGTON CAPITAL ACQUISITION CORP. V and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this ?Agreement?), dated as of August 12, 2021, is by and between Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as wa

Letter Agreement, among the Registrant and the Registrant’s officers and directors and Kensington Capital Sponsor V LLC and its members (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on August 17, 2021)

Exhibit 10.4 August 12, 2021 Kensington Capital Acquisition Corp. V 1400 Old Country Road Suite 301 Westbury NY 11590 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into by and between Kensington Capital Acquisition Corp. V, a Cayman Islands

Form of Indemnity Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed on August 17, 2021)

Exhibit 10.5 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of August 12, 2021, by and between Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company (the ?Company?), and (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they ar

Services Agreement between the Registrant and DEHC LLC (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed on August 17, 2021)

Exhibit 10.6 KENSINGTON CAPITAL ACQUISITION CORP. V 1400 Old Country Road, Suite 301 Westbury, New York 11590 August 12, 2021 DEHC LLC 3355 Pierson Drive Wilmington, Delaware 19810 Re: Services Agreement Ladies and Gentlemen: This letter agreement by and between Kensington Capital Acquisition Corp. V (the ?Company?) and DEHC LLC (the ?Provider?), dated as of the date of this letter agreement, will

Investment Management Trust Agreement, between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on August 17, 2021)

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of August 12, 2021 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?). WHEREAS, the Company?s registration statements on For

Registration Rights Agreement, between the Registrant and Kensington Capital Sponsor V LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on August 17, 2021)

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of August 12, 2021, is made and entered into by and between Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company (the ?Company?), and Kensington Capital Sponsor V LLC, a Delaware limited liability company (the ?Sponsor? and, together with any person or entity who hereafte

Joint Book-Running Managers UBS Investment Bank Stifel Lead Manager Drexel Hamilton EarlyBirdCapital August 12, 2021

424B4 1 d187525d424b4.htm 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-257993 and 333-258779 PROSPECTUS Kensington Capital Acquisition Corp. V $240,000,000 24,000,000 Units Kensington Capital Acquisition Corp. V is a newly incorporated blank check company, incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, sha

As filed with the U.S. Securities and Exchange Commission on August 12, 2021.

S-1MEF 1 d202421ds1mef.htm S-1MEF As filed with the U.S. Securities and Exchange Commission on August 12, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kensington Capital Acquisition Corp. V (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1592043 (Sta

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 KENSINGTON CAPITAL ACQUISITION CORP. V (Exact N

8-A12B 1 d211110d8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 KENSINGTON CAPITAL ACQUISITION CORP. V (Exact Name Of Registrant As Specified In Its Charter) Cayman Islands 98-1592043 (State of incorporation or organization) (I

KENSINGTON CAPITAL ACQUISITION CORP. V 1400 Old Country Road, Suite 301 Westbury, NY 11590 August 11, 2021

KENSINGTON CAPITAL ACQUISITION CORP. V 1400 Old Country Road, Suite 301 Westbury, NY 11590 August 11, 2021 By EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Maryse Mills-Apenteng Re: Kensington Capital Acquisition Corp. V (the “Company”) Registration Statement on Form S-1 File No. 333-257993 Ladies and Gentlemen: Pursua

* * * [Signature Page Follows]

CORRESP 1 filename1.htm August 11, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Maryse Mills-Apenteng Re: Kensington Capital Acquisition Corp. V Registration Statement on Form S-1 Filed July 19, 2021, as amended File No. 333-257993 Dear Ms. Mills-Apenteng: Pursuant to Rule 461 of the General Rul

As filed with the U.S. Securities and Exchange Commission on August 10, 2021.

S-1/A 1 d187525ds1a.htm S-1/A Table of Contents As filed with the U.S. Securities and Exchange Commission on August 10, 2021. Registration No. 333-257993 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kensington Capital Acquisition Corp. V (Exact name of registrant as specified in its chart

Form of Amended and Restated Memorandum and Articles of Association

Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF KENSINGTON CAPITAL ACQUISITION CORP. V (ADOPTED BY SPECIAL RESOLUTION DATED [DATE] AND EFFECTIVE ON [DATE]) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF KENSINGTO

Warrants Subscription Agreement between the Registrant and Kensington Capital Sponsor V LLC

Exhibit 10.9 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of [?], 2021, is entered into by and between Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company (the ?Company?), and Kensington Capital Sponsor V LLC, a

As filed with the U.S. Securities and Exchange Commission on August 6, 2021.

S-1/A 1 d187525ds1a.htm S-1/A Table of Contents As filed with the U.S. Securities and Exchange Commission on August 6, 2021. Registration No. 333-257993 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kensington Capital Acquisition Corp. V (Exact name of registrant as specified in its charte

Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Form S-1/A, filed on August 9, 2021)

Exhibit 4.2 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [?] KENSINGTON CAPITAL ACQUISITION CORP. V INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARE This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF $0.0001 EACH OF KENSINGTON CAPITAL ACQUISITION CORP. V (THE ?CORPORATION?) transferable on the books of

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Form S-1/A, filed on August 9, 2021)

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [?] KENSINGTON CAPITAL ACQUISITION CORP. V UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND THREE-FOURTHS OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) Class A ordinary share, par value $0.0001 per share (?O

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant

EX-10.5 10 d187525dex105.htm EX-10.5 Exhibit 10.5 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 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”). WHEREAS, the Company’s

Form of Registration Rights Agreement between the Registrant and Kensington Capital Sponsor V LLC

Exhibit 10.6 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and between Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company (the ?Company?), and Kensington Capital Sponsor V LLC, a Delaware limited liability company (the ?Sponsor? and, together with any person or entity who hereafter beco

Form of Underwriting Agreement.

EX-1.1 2 d187525dex11.htm EX-1.1 Exhibit 1.1 KENSINGTON CAPITAL ACQUISITION CORP. V 22,500,000 Units Underwriting Agreement [•], 2021 UBS Securities LLC As Representative of the several Underwriters listed in Schedule 1 hereto c/o UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 Ladies and Gentlemen: Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company (

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant

Exhibit 4.4 WARRANT AGREEMENT between KENSINGTON CAPITAL ACQUISITION CORP. V and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [?], 2021, is by and between Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant

Form of Letter Agreement among the Registrant and the Registrant’s officers and directors and Kensington Capital Sponsor V LLC and its members

Exhibit 10.2 [?], 2021 Kensington Capital Acquisition Corp. V 1400 Old Country Road Suite 301 Westbury NY 11590 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into by and between Kensington Capital Acquisition Corp. V, a Cayman Islands exempt

Consent of Mark Robertshaw

EX-99.3 22 d187525dex993.htm EX-99.3 Exhibit 99.3 CONSENT OF MARK ROBERTSHAW Kensington Capital Acquisition Corp. V (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as am

Securities Subscription Agreement, dated March 24, 2021, between the Registrant and Kensington Capital Sponsor V LLC (incorporated by reference to Exhibit 10.7 to the Company’s Form S-1, filed on July 19, 2021)

Exhibit 10.7 KENSINGTON CAPITAL ACQUISITION CORP. V 1400 Old Country Road, Suite 301 Westbury, NY 11590 March 24, 2021 Kensington Capital Sponsor V LLC 1400 Old Country Road, Suite 301 Westbury, NY 11590 Re: Securities Subscription Agreement Gentlemen: This letter agreement (this ?Agreement?) is entered into as of March 24, 2021 between Kensington Capital Sponsor V LLC, a Delaware limited liabilit

Form of Services Agreement between the Registrant and DEHC LLC

Exhibit 10.8 KENSINGTON CAPITAL ACQUISITION CORP. V 1400 Old Country Road, Suite 301 Westbury, New York 11590 [?], 2020 DEHC LLC 3355 Pierson Drive Wilmington, Delaware 19810 Re: Services Agreement Ladies and Gentlemen: This letter agreement by and between Kensington Capital Acquisition Corp. V (the ?Company?) and DEHC LLC (the ?Provider?), dated as of the date of this letter agreement, will confi

Form of Amended and Restated Memorandum and Articles of Association

Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF KENSINGTON CAPITAL ACQUISITION CORP. V (ADOPTED BY SPECIAL RESOLUTION DATED [DATE] AND EFFECTIVE ON [DATE]) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF KENSINGTO

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant

EX-4.4 7 d187525dex44.htm EX-4.4 Exhibit 4.4 WARRANT AGREEMENT between KENSINGTON CAPITAL ACQUISITION CORP. V and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited p

Promissory Note, dated March 24, 2021, issued to Kensington Capital Sponsor V LLC (incorporated by reference to Exhibit 10.1 to the Company’s Form S-1, filed on July 19, 2021)

EX-10.1 10 d187525dex101.htm EX-10.1 Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM

Consent of William E. Kassling

Exhibit 99.5 CONSENT OF WILLIAM E. KASSLING Kensington Capital Acquisition Corp. V (the ?Company?) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the ?Registration Statement?) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby con

Form of Indemnity Agreement

Exhibit 10.10 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of [?], 2021, by and between Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company (the ?Company?), and (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are pro

As filed with the U.S. Securities and Exchange Commission on July 16, 2021.

Table of Contents As filed with the U.S. Securities and Exchange Commission on July 16, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kensington Capital Acquisition Corp. V (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1592043 (State or other jurisd

Consent of Anders Pettersson

EX-99.1 20 d187525dex991.htm EX-99.1 Exhibit 99.1 CONSENT OF ANDERS PETTERSSON Kensington Capital Acquisition Corp. V (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as

Specimen Unit Certificate

EX-4.1 5 d187525dex41.htm EX-4.1 Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [•] KENSINGTON CAPITAL ACQUISITION CORP. V UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-FIFTH OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, pa

Specimen Class A Ordinary Share Certificate

Exhibit 4.2 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [?] KENSINGTON CAPITAL ACQUISITION CORP. V INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARE This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF $0.0001 EACH OF KENSINGTON CAPITAL ACQUISITION CORP. V (THE ?CORPORATION?) transferable on the books of

Consent of Nickolas Vande Steeg

Exhibit 99.4 CONSENT OF NICKOLAS VANDE STEEG Kensington Capital Acquisition Corp. V (the ?Company?) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the ?Registration Statement?) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby co

Consent of Mitchell Quain

Exhibit 99.2 CONSENT OF MITCHELL QUAIN Kensington Capital Acquisition Corp. V (the ?Company?) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the ?Registration Statement?) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents

Form of Code of Ethics

EX-14.1 18 d187525dex141.htm EX-14.1 Exhibit 14.1 CODE OF ETHICS AND BUSINESS CONDUCT OF KENSINGTON CAPITAL ACQUISITION CORP. V 1. Introduction The Board of Directors (the “Board”) of Kensington Capital Acquisition Corp. V (the “Company”) has adopted this code of ethics and business conduct (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s dir

Warrants Subscription Agreement between the Registrant and Kensington Capital Sponsor V LLC

Exhibit 10.9 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of [?], 2021, is entered into by and between Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company (the ?Company?), and Kensington Capital Sponsor V LLC, a

Form of Registration Rights Agreement between the Registrant and Kensington Capital Sponsor V LLC

Exhibit 10.6 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and between Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company (the ?Company?), and Kensington Capital Sponsor V LLC, a Delaware limited liability company (the ?Sponsor? and, together with any person or entity who hereafter beco

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant

Exhibit 10.5 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [?], 2021 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?). WHEREAS, the Company?s registration statement on Form S-1,

Form of Underwriting Agreement.

EX-1.1 2 d187525dex11.htm EX-1.1 Exhibit 1.1 KENSINGTON CAPITAL ACQUISITION CORP. V 26,000,000 Units Underwriting Agreement [•], 2021 UBS Securities LLC As Representative of the several Underwriters listed in Schedule 1 hereto c/o UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 Ladies and Gentlemen: Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company (

Memorandum and Articles of Association

EX-3.1 3 d187525dex31.htm EX-3.1 Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF KENSINGTON CAPITAL ACQUISITION CORP. V THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF KENSINGTON CAPITAL ACQUISITION CORP. V 1 The name of the Company is Kensington Capital

Form of Letter Agreement among the Registrant and the Registrant’s officers and directors and Kensington Capital Sponsor V LLC and its members

EX-10.2 11 d187525dex102.htm EX-10.2 Exhibit 10.2 [●], 2021 Kensington Capital Acquisition Corp. V 1400 Old Country Road Suite 301 Westbury NY 11590 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Kensington Capital Acquisi

KENSINGTON CAPITAL ACQUISITION CORP. V 1400 Old Country Road, Suite 301 Westbury, NY 11590 March 24, 2021

EX-10.7 4 filename4.htm Exhibit 10.7 KENSINGTON CAPITAL ACQUISITION CORP. V 1400 Old Country Road, Suite 301 Westbury, NY 11590 March 24, 2021 Kensington Capital Sponsor V LLC 1400 Old Country Road, Suite 301 Westbury, NY 11590 Re: Securities Subscription Agreement Gentlemen: This letter agreement (this “Agreement”) is entered into as of March 24, 2021 between Kensington Capital Sponsor V LLC, a D

[Signature page follows]

EX-10.1 3 filename3.htm Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND S

THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION KENSINGTON CAPITAL ACQUISITION CORP. V

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF KENSINGTON CAPITAL ACQUISITION CORP. V THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF KENSINGTON CAPITAL ACQUISITION CORP. V 1 The name of the Company is Kensington Capital Acquisition Corp. V. 2 The Regist

As submitted confidentially with the U.S. Securities and Exchange Commission on June 10, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly

Table of Contents As submitted confidentially with the U.S. Securities and Exchange Commission on June 10, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION ST