Item 8.01. Other Events
Final Exchange Ratio
On November 18, 2020, Kensington Capital Acquisition Corp., a
Delaware corporation (“Kensington”), and QuantumScape
Corporation, a Delaware corporation (the “Company”), issued
a joint press release announcing that they have determined the
exchange ratio to be 4.02175014920 as of the anticipated date for
Closing in accordance with the terms of the Business Combination
Agreement, dated as of September 2, 2020, as amended by
Amendment No. 1 to Business Combination Agreement, dated as of
September 21, 2020 (as so amended, the “Business
Combination Agreement”), among Kensington, Kensington Merger
Sub Corp., a Delaware corporation and a wholly-owned direct
subsidiary of Kensington (“Merger Sub”), and the Company,
pursuant to which, among other things, Kensington and the Company
will enter into a business combination. Capitalized terms used in
this Current Report on Form 8-K but not otherwise defined herein
have the meanings given to them in the Business Combination
Agreement.
Pursuant to the terms and subject to the conditions set forth in
the Business Combination Agreement, at the closing of the business
combination (the “Closing”), each outstanding share of the
Company’s Class A common stock, together with each share of
the Company’s preferred stock that is outstanding immediately prior
to the Closing and convertible into a share of the Company’s
Class A common stock pursuant to the provisions of the
Company’s certificate of incorporation, and each outstanding share
of the Company’s Class B common stock, together with each
share of the Company’s preferred stock that is outstanding
immediately prior to the Closing and convertible into a share of
the Company’s Class B common stock pursuant to the provisions
of the Company’s certificate of incorporation, will be cancelled
and automatically converted into the right to receive shares of
Kensington Class A common stock, par value $0.0001 per share,
or shares of Kensington Class B common stock, par value
$0.0001 per share, as applicable, with each holder’s shares rounded
down to the nearest whole number.
The exchange ratio as of the anticipated date for Closing is higher
than the exchange ratio calculated in accordance with the Business
Combination Agreement as of the date of the initial signing of the
Business Combination Agreement that was set out in the proxy
statement/prospectus/information statement, dated November 12,
2020, that was filed by Kensington with the Securities and Exchange
Commission (the “SEC”) and distributed to its
stockholders.
A copy of the press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Additional Litigation Disclosure
On September 21, 2020, Kensington filed a registration
statement on Form S-4 (File No. 333-248930) (as amended,
the “Form S-4”) with
the SEC in connection with the proposed business combination of the
Company and Kensington pursuant to the Business Combination
Agreement. On November 12, 2020, Kensington filed with the SEC
its proxy statement/prospectus/information statement pursuant to
Rule 424(b)(3) under the Securities Act of 1933, as amended,
relating to the special meeting of stockholders of Kensington
scheduled to be held on November 25, 2020 (the “Proxy
Statement”) to, among other things, vote on a proposal to
approve and adopt the Business Combination Agreement.
After the initial filing of the Form S-4, a putative class action lawsuit
(the “Stockholder Action”) was filed in the Supreme Court of
the State of New York by a purported Kensington stockholder in
connection with the transactions contemplated by the Business
Combination Agreement: Sanchez v. Kensington Capital Acquisition
Corp., et al., Index No. 654941/2020 (Sup. Ct. N.Y.
Cnty.). The complaint named Kensington and the members of the Board
of Directors of Kensington (the “Board of Directors”) as
defendants. The complaint alleged, among other things, breach of
fiduciary duty claims against the Board of Directors in connection
with the business combination. The complaint also alleged that the
Proxy Statement was misleading and/or omitted material information
concerning the business combination. The complaint generally seeks,
among other things, injunctive relief and an award of attorneys’
fees. On October 12, 2020, Kensington received a letter from
attorneys representing a different purported Kensington stockholder
(the “Demand Letter”) demanding certain “corrective
disclosures” be made in the Proxy Statement.
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