Kensington Capital Acquisition Corp. V filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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| Item 1.01. | Entry into a Material Definitive Agreement. |
Additional Working Capital Loan
On August 29, 2023, Kensington Capital Sponsor V LLC (the “Sponsor”) agreed to loan Kensington Capital Acquisition Corp. V, a Cayman Islands exempted company incorporated with limited liability (the “Company”), an aggregate of up to $950,250 to cover expenses related to the Company’s initial business combination (the “Business Combination”) pursuant to a promissory note (the “Working Capital Note”). The Working Capital Note is non-interest bearing and payable on the earlier of: (i) the consummation of the Company’s initial business combination unless converted into working capital warrants at the option of the Sponsor, at a price of $0.75 per warrant, as described in the registration statement that the Company filed in connection with the initial public offering of its securities, (ii) August 17, 2024, or (iii) the liquidation of the Company. Such working capital warrants would be identical to the private placement warrants issued to the Sponsor in a private placement in connection with the Company’s initial public offering.
The issuance of the Working Capital Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description of the Working Capital Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Working Capital Note, a copy of which is attached as Exhibit 10.1 hereto and incorporated by reference herein.
Amendment to Services Agreement
On August 29, 2023, the Company agreed to amend the services agreement with DEHC LLC, an affiliate of Daniel Huber, the Company’s Chief Financial Officer, pursuant to which DEHC LLC agreed to make available, or cause to be made available, to the Company, such administrative and other services of Daniel Huber as may be reasonably requested by the Company, for $20,000 per month. The services agreement had expired in February 2023. Pursuant to the extension, the same monthly payment will be made from August 17, 2023 to August 17, 2024.
The foregoing description of the amendment to the services agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment, a copy of which is attached as Exhibit 10.2 hereto and incorporated by reference herein.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
The information disclosed in Item 1.01 of this Current Report on Form 8-K under the caption “Additional Working Capital Loan” is incorporated by reference into this Item 2.03 to the extent required.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Exhibit | |
| 10.1 | Promissory Note, dated August 29, 2023, issued to Kensington Capital Sponsor V LLC. | |
| 10.2 | Amendment, dated August 29, 2023, to Services Agreement between Kensington Capital Acquisition Corp. V and DEHC LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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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 29, 2023
| KENSINGTON CAPITAL ACQUISITION CORP. V | ||
| By: | /s/ Daniel Huber | |
| Name: | Daniel Huber | |
| Title: | Chief Financial Officer | |
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