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 14, 2020
KENSINGTON CAPITAL ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-39345 |
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85-0796578 |
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(State or other jurisdiction of incorporation or organization) |
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(Commission File Number) |
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(I.R.S. Employer
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1400 Old Country Road, Suite 301 Westbury, New York |
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11590 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (703) 674-6514
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:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant |
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KCAC.U |
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The New York Stock Exchange |
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Class A common stock included as part of the units |
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KCAC |
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The New York Stock Exchange |
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Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 |
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KCAC WS |
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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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ☐
On August 14, 2020, Kensington Capital Acquisition Corp. (the “Company”) announced that the holders of the Company’s units (the “Units”) may elect to separately trade the shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”), and warrants included in the Units commencing on August 17, 2020. Each Unit consists of one share of Class A common stock and one-half of one warrant to purchase one share of Class A common stock. Any Units not separated will continue to trade on the New York Stock Exchange (“NYSE”) under the symbol “KCAC.U”. Any underlying shares of Class A common stock and warrants that are separated will trade on the NYSE under the symbols “KCAC” and “KCAC WS,” respectively. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into shares of Class A common stock and warrants.
A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
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(d) |
Exhibits. |
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 14, 2020
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KENSINGTON CAPITAL ACQUISITION CORP. |
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By: |
/s/ Daniel Huber |
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Name: |
Daniel Huber |
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Title: |
Chief Financial Officer |
Exhibit 99.1
Kensington Capital Acquisition Corp. Announces the Separate Trading of its Shares of Class A Common Stock and Redeemable Warrants Commencing August 17, 2020
New York, New York, August 14, 2020—Kensington Capital Acquisition Corp. (NYSE: KCAC.U) (the “Company”) announced that, commencing August 17, 2020, holders of the units sold in the Company’s initial public offering of 23,000,000 units, completed on June 30, 2020, may elect to separately trade the shares of Class A common stock and redeemable warrants included in the units. Those units not separated will continue to trade on the New York Stock Exchange (the “NYSE”) under the symbol “KCAC.U,” and the shares of Class A common stock and redeemable warrants that are separated will trade on the NYSE under the symbols “KCAC” and “KCAC WS,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into shares of Class A common stock and warrants.
The units were initially offered by the Company in an underwritten offering. UBS Securities LLC and Stifel, Nicolaus & Company, Incorporated acted as joint book running managers for the offering and Robert W. Baird & Co. Incorporated is acting as lead manager. Registration statement relating to the units and the underlying securities became effective on June 25, 2020.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering was made only by means of a prospectus, copies of which may be obtained by contacting UBS Securities LLC, Attn: Prospectus Department, 1285 Avenue of the Americas, New York, NY 10019, telephone: (888) 827-7275 or email: ol-prospectusrequest@ubs.com; and Stifel, Nicolaus & Company, Incorporated, Attn: Syndicate Department, One South Street, 15th Floor, Baltimore, MD 21202, or by email: SyndProspectus@Stifel.com or by telephone: (855) 300-7136.
About Kensington Capital Acquisition Corp.
The Company is a newly organized blank check company incorporated in Delaware for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
For more information, please contact
Dan Huber
Chief Financial Officer
dan@kensington-cap.com
(703) 674-6514
Forward-Looking Statements
This press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission (the “SEC”). All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statements and prospectus relating to the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.