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
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