KCAC.U / Kensington Capital Acquisition Corp. II Units, each consisting of one share of Class A common stock, - SEC फाइलिंग, वार्षिक रिपोर्ट, प्रॉक्सी स्टेटमेंट

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

15-12B 1 d202050d1512b.htm 15-12B 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: 001-40114 Kensington Capital Acquisition

EX-99.25

EX-99.25 2 ruleprovisionnotice.htm 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 October 15, 2021, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d

SUBSCRIPTION AGREEMENT

Filed by Wallbox B.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kensington Capital Acquisition Corp. II Commission File No. 001-40114 Date: September 29, 2021 Item 1.01. Entry into a Material Definitive Agreement. As previously announced, on June 9, 2021, Kensington Capital Acquisition C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 29, 2021 Kensington Cap

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 29, 2021 Kensington Capital Acquisition Corp. II (Exact Name of Registrant as Specified in Charter) Delaware 001-40114 86-1326226 (State or other jurisdiction of incorporati

Regulation FD Disclosure, 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 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 30, 2021 Kensington Capital Acquisition Corp. II (Exact Name of Registrant as Specified in Charter) Delaware 001-40114 86-1326226 (State or other jurisdiction of incorporati

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 29, 2021 Kensington Capital Acquisition Corp. II (Exact Name of Registrant as Specified in Charter) Delaware 001-40114 86-1326226 (State or other jurisdiction of incorporati

Form of Subscription Agreement.

Exhibit 10.1 SUBSCRIPTION AGREEMENT Kensington Capital Acquisition Corp. II 1400 Old Country Road, Suite 301 Westbury, NY 11590 Wallbox B.V. Carrer del Foc, 68 Barcelona, Spain 08038 Ladies and Gentlemen: In connection with the proposed business combination (the ?Transaction?) pursuant to the Business Combination Agreement (as it may be amended, restated or otherwise modified from time to time, th

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EX-99.1 2 d116644dex991.htm EX-99.1 Exhibit 99.1 Kensington Capital Acquisition Corp. II and Wallbox Announce Final Exchange Ratio for Proposed Business Combination WESTBURY, NY / BARCELONA, SPAIN – September 24, 2021 – Kensington Capital Acquisition Corp. II (NYSE: KCAC) (“Kensington”) and Wall Box Chargers, S.L. (“Wallbox”) today announced that they have determined the exchange ratio to be 240.9

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 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 24, 2021 Kensington Capital Acquisition Corp. II (Exact Name of Registrant as Specified in Charter) Delaware 001-40114 86-1326226 (State or other jurisdiction of incorporati

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

Cowen’s 14th Annual Global Transportation & Sustainable Mobility Conference Fireside Chat hosted by Gabe Daoud, Jr., Charging, Battery and Energy Analyst

425 1 d205557d425.htm 425 Filed by Wallbox B.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kensington Capital Acquisition Corp. II Commission File No. 001-40114 Date: September 9, 2021 Cowen’s 14th Annual Global Transportation & Sustainable Mobility Conference Fireside Chat hosted by Gabe

Filed by Wallbox B.V.

Filed by Wallbox B.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kensington Capital Acquisition Corp. II Commission File No. 001-40114 Date: September 2, 2021 Alex Steel 0:02 If there?s excess power in your car battery you can use it to feed back into the grid or power your home, pretty c

WALLBOX TO ESTABLISH ITS FIRST U.S. EV CHARGING SYSTEMS MANUFACTURING FACILITY IN ARLINGTON, TEXAS Global EV Charging Solutions Leader Commits to U.S.-Based Production to Further Support Domestic Sustainability and Infrastructure Goals

425 1 d220929d425.htm 425 Filed by Wallbox B.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kensington Capital Acquisition Corp. II Commission File No. 001-40114 Date: September 1, 2021 WALLBOX TO ESTABLISH ITS FIRST U.S. EV CHARGING SYSTEMS MANUFACTURING FACILITY IN ARLINGTON, TEXAS Globa

WALLBOX TO PARTICIPATE IN COWEN’S 14TH ANNUAL GLOBAL TRANSPORTATION & SUSTAINABLE MOBILITY CONFERENCE

425 1 d381525d425.htm 425 Filed by Wallbox B.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kensington Capital Acquisition Corp. II Commission File No. 001-40114 Date: August 31, 2021 WALLBOX TO PARTICIPATE IN COWEN’S 14TH ANNUAL GLOBAL TRANSPORTATION & SUSTAINABLE MOBILITY CONFERENCE BARC

Filed by Wallbox B.V.

Filed by Wallbox B.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kensington Capital Acquisition Corp. II Commission File No. 001-40114 Date: August 31, 2021 Seeking Alpha, Wallbox CEO Wallbox CEO Enric Asunci?n - Electric Cars? Tipping Point (Video), 8/24/21 Josh Kincaid 0:32 Welcome back

Adrian Smith

425 1 d223365d425.htm 425 27/08/2021 “We Are on The Cusp of a Revolution in Transportation” - Smart Charging Company Wallbox’s Global Plans - Auto Futures Filed by Wallbox B.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kensington Capital Acquisition Corp. II Commission File No. 001-40114

Filed by Wallbox B.V.

Filed by Wallbox B.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kensington Capital Acquisition Corp. II Commission File No. 001-40114 Date: August 30, 2021 IPO Edge Fireside Chat- EV Charging and Energy Saving, Wallbox & Kensington Capital Acquisition Corp. II, 8/25/21 Alexandra Lane 0:1

THE MINISTER OF INDUSTRY, TRADE AND TOURISM, REYES MAROTO, VISITED WALLBOX’S HEADQUARTERS IN THE UNITED STATES This event, which provided an opportunity to learn about the company’s commitment to innovation and electromobility, was part of the Presid

425 Filed by Wallbox B.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kensington Capital Acquisition Corp. II Commission File No. 001-40114 Date: August 30, 2021 THE MINISTER OF INDUSTRY, TRADE AND TOURISM, REYES MAROTO, VISITED WALLBOX’S HEADQUARTERS IN THE UNITED STATES This event, which

WALLBOX NAMES DIEGO DIAZ AND POL SOLER TO POST-MERGER COMBINED COMPANY BOARD OF DIRECTORS

Filed by Wallbox B.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kensington Capital Acquisition Corp. II Commission File No. 001-40114 Date: August 24, 2021 WALLBOX NAMES DIEGO DIAZ AND POL SOLER TO POST-MERGER COMBINED COMPANY BOARD OF DIRECTORS BARCELONA, SPAIN / WESTBURY, NY – August 2

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 OR ☐ TRANSITION REPORT PURSUANT T

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 OR ? 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.

Filed by Wallbox B.V.

Filed by Wallbox B.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kensington Capital Acquisition Corp. II Commission File No. 001-40114 Date: August 16, 2021 Additional Information This communication is being made in respect of the proposed transaction involving Wallbox Chargers, S.L. (“Wa

Wallbox August 10th, 2021

Filed by Wallbox B.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kensington Capital Acquisition Corp. II Commission File No. 001-40114 Date: August 16, 2021 Wallbox August 10th, 2021 Barbara Calixto: Good morning and welcome to Wallbox?s first investor day. I?m Barbara Calixto, Chief Mark

WALLBOX CLOSES FIRST HALF 2021 WITH OVER 300% YOY REVENUE GROWTH, PROPELLED BY GLOBAL EXPANSION, STRATEGIC ALLIANCES AND GROWING TAILWINDS

425 1 d215299d425.htm 425 Filed by Wallbox B.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kensington Capital Acquisition Corp. II Commission File No. 001-40114 Date: August 5, 2021 WALLBOX CLOSES FIRST HALF 2021 WITH OVER 300% YOY REVENUE GROWTH, PROPELLED BY GLOBAL EXPANSION, STRATEGIC

WALLBOX TO HOST INVESTOR EVENT ON TUESDAY, AUGUST 10, 2021

Filed by Wallbox B.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kensington Capital Acquisition Corp. II Commission File No. 001-40114 Date: August 3, 2021 WALLBOX TO HOST INVESTOR EVENT ON TUESDAY, AUGUST 10, 2021 BARCELONA, SPAIN / WESTBURY, NY – August 3, 2021 – Wallbox, a leading prov

SunPower and Wallbox Team Up to Integrate Solar and Home Electric Vehicle Charging Strategic alliance enables SunPower to offer at-home EV charging as solar and EV adoption grow among like Homeowners can power EVs with electricity generated by their

425 1 d209183d425.htm 425 Filed by Wallbox B.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kensington Capital Acquisition Corp. II Commission File No. 001-40114 Date: July 30, 2021 SunPower PR Contact: Sarah Spitz [email protected] 832-444-7151 Wallbox PR Contact: ICR, Inc. WallboxPR@ic

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Filed by Wallbox B.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kensington Capital Acquisition Corp. II Commission File No. 001-40114 Date: July 22, 2021 About Wallbox Wallbox is a global company, dedicated to changing the way the world uses energy in the electric vehicle industry. Wallb

WALLBOX APPOINTS FRANCISCO RIBERAS TO POST-MERGER COMBINED COMPANY BOARD OF DIRECTORS

Filed by Wallbox B.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kensington Capital Acquisition Corp. II Commission File No. 001-40114 Date: July 22, 2021 WALLBOX APPOINTS FRANCISCO RIBERAS TO POST-MERGER COMBINED COMPANY BOARD OF DIRECTORS BARCELONA, SPAIN / WESTBURY, NY ? July 22, 2021

WALLBOX CEO TO ACCOMPANY PRESIDENT OF SPAIN ON U.S. TRIP PROMOTING BUSINESS COLLABORATION BETWEEN THE TWO COUNTRIES

425 Filed by Wallbox B.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kensington Capital Acquisition Corp. II Commission File No. 001-40114 Date: July 16, 2021 WALLBOX CEO TO ACCOMPANY PRESIDENT OF SPAIN ON U.S. TRIP PROMOTING BUSINESS COLLABORATION BETWEEN THE TWO COUNTRIES BARCELONA, SPA

WALLBOX NAMES ANDERS PETTERSSON TO POST-MERGER COMBINED COMPANY BOARD OF DIRECTORS

Filed by Wallbox B.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kensington Capital Acquisition Corp. II Commission File No. 001-40114 Date: July 9, 2021 WALLBOX NAMES ANDERS PETTERSSON TO POST-MERGER COMBINED COMPANY BOARD OF DIRECTORS BARCELONA, SPAIN / WESTBURY, NY – July 9, 2021 – Wal

Filed by Wallbox B.V.

425 1 d181732d425.htm 425 Filed by Wallbox B.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kensington Capital Acquisition Corp. II Commission File No. 001-40114 Date: July 9, 2021 JMAC Investing – Interview, July 8, 2021 Participants – Justin Miro and Enric Asunción Interviewer: Hello eve

PART 1 OF 4 ENDS [00:17:04]

EX-99.1 2 d185008dex991.htm EX-99.1 Exhibit 99.1 Benzinga Stock Market Live – “SPAC Attack” interview, June 22, 2021 Participants—Enric Asunción and Justin Mirro Chris Katje: All right, guys. Another exclusive here on SPACS Attacks. So joining us today, we have Enric Asuncion, the CEO of Wallbox and Justin Mirro, the chairman and CEO of Kensington Capital II. That ticker is KCAC. The company has r

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 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 25, 2021 Kensington Capital Acquisition Corp. II (Exact Name of Registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 001-40114 (Commission

XXXXX

Filed by Wallbox B.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kensington Capital Acquisition Corp. II Commission File No. 001-40114 Date: June 11, 2021 TV3 ? ?Als Matins? Interview, June 10, 2021 Participants?Enric Asunci?n and Eduard Casta?eda (transcript translated from Spanish) ENGL

Filed by Wallbox B.V.

425 1 d135447d425.htm 425 Filed by Wallbox B.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kensington Capital Acquisition Corp. II Commission File No. 001-40114 Date: June 11, 2021 Agència Catalana de Notícies—Interview, June 10, 2021 Participants—Jordi Lainz and Eduard Castañeda (transcr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 9, 2021 Kensington Capital A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 9, 2021 Kensington Capital Acquisition Corp. II (Exact Name of Registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 001-40114 (Commission F

Wallbox Merger with Kensington Capital Acquisition Corp. II Investor Conference Call Transcript June 9, 2021

Exhibit 99.2 Wallbox Merger with Kensington Capital Acquisition Corp. II Investor Conference Call Transcript June 9, 2021 Operator Welcome to the Wallbox and Kensington Capital Acquisition Corp. II Transaction Conference Call. I would like to first remind everyone that this call may contain forward-looking statements including, but not limited to, Wallbox Chargers, S.L. and Kensington Capital Acqu

SMART CHARGING AND ENERGY SOLUTIONS PROVIDER WALLBOX TO LIST ON NYSE THROUGH MERGER WITH KENSINGTON CAPITAL ACQUISITION CORP. II

Exhibit 99.1 SMART CHARGING AND ENERGY SOLUTIONS PROVIDER WALLBOX TO LIST ON NYSE THROUGH MERGER WITH KENSINGTON CAPITAL ACQUISITION CORP. II ? Wall Box Chargers SL (?Wallbox?) has entered into a business combination agreement with Kensington Capital Acquisition Corp. II (NYSE: KCAC); upon closing, the combined company will be listed on the New York Stock Exchange under the ticker symbol ?WBX? ? W

Form of Registration Rights and Lock-Up Agreement.

EX-10.3 5 d114752dex103.htm EX-10.3 Exhibit 10.3 Agreed Form FORM OF REGISTRATION RIGHTS AND LOCK-UP AGREEMENT This Registration Rights and Lock-Up Agreement (this “Agreement”), dated as of [ ], 2021, is among [DutchCo], a private company with limited liability incorporated under the laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid) (the “Company”) and the parties list

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 9, 2021 Kensington Capital Acquisition Corp. II (Exact Name of Registrant as Specified in Charter) Delaware (State or other jurisdiction of incorporation) 001-40114 (Commission F

Filed by Wallbox B.V.

425 1 d587512d425.htm 425 Filed by Wallbox B.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kensington Capital Acquisition Corp. II Commission File No. 001-40114 Date: June 9, 2021 LinkedIn Enric post English: https://www.linkedin.com/posts/enric-asuncionsmart-charging-and-energy-solutions

SMART CHARGING AND ENERGY SOLUTIONS PROVIDER WALLBOX TO LIST ON NYSE THROUGH MERGER WITH KENSINGTON CAPITAL ACQUISITION CORP. II

425 1 d108201d425.htm 425 Filed by Wallbox B.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kensington Capital Acquisition Corp. II Commission File No. 001-40114 Date: June 9, 2021 SMART CHARGING AND ENERGY SOLUTIONS PROVIDER WALLBOX TO LIST ON NYSE THROUGH MERGER WITH KENSINGTON CAPITAL A

Business Combination Agreement, dated as of June 9, 2021, by and among Holdco, Kensington, Merger Sub and the Company.

Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT among Wallbox B.V. Orion Merger Sub Corp. Kensington Capital Acquisition Corp. II and Wallbox Chargers, S.L. Dated as of June 9, 2021 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 3 Section 1.01. Certain Definitions 3 Section 1.02. Further Definitions 11 Section 1.03. Construction 13 ARTICLE II. AGREEMENT AND PLAN OF MERGER 14 Section 2.

Form of Employee Lock-Up Agreement.

Exhibit 10.5 EMPLOYEE LOCK-UP AGREEMENT June , 2021 Kensington Capital Acquisition Corp. II 1400 Old Country Road, Suite 301 Westbury, NY 11590 Attention: Justin Mirro Ladies and Gentlemen: The undersigned signatory (the “Employee”) of this lock-up agreement (this “Letter Agreement”) understands that Kensington Capital Acquisition Corp. II, a Delaware corporation (“KCAC”), is entering into the Bus

Form of Subscription Agreement.

Exhibit 10.4 Final Form SUBSCRIPTION AGREEMENT Kensington Capital Acquisition Corp. II 1400 Old Country Road, Suite 301 Westbury, NY 11590 Wallbox B.V. Carrer del Foc, 68 Barcelona, Spain 08038 Ladies and Gentlemen: In connection with the proposed business combination (the ?Transaction?) pursuant to the Business Combination Agreement (as it may be amended, restated or otherwise modified from time

Form of Exchange Agreement.

Exhibit 10.1 Execution Version CONTRIBUTION AND EXCHANGE AGREEMENT This Contribution and Exchange Agreement, dated as of June , 2021 (this ?Agreement?), is entered into by and among Wallbox B.V., a private company with limited liability incorporated under the Laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid), having its official seat in Amsterdam, the Netherlands (?Hol

Investor Presentation June 2021 KENINGTON

EX-99.3 10 d114752dex993.htm EX-99.3 Exhibit 99.3 Exhibit 99.3 Wallbox Investor Presentation June 2021 KENINGTON NO T I C E T O A N D U N D E R T A K I N G B Y R E C I P I E N T S About this Presentation This investor presentation (this “Presentation”) is for informational purposes only to assist interested parties in making their own evaluation with respect to a possible transaction (the “Busines

Form of Registration Rights and Lock-Up Agreement.

Exhibit 10.3 Agreed Form FORM OF REGISTRATION RIGHTS AND LOCK-UP AGREEMENT This Registration Rights and Lock-Up Agreement (this ?Agreement?), dated as of [ ], 2021, is among [DutchCo], a private company with limited liability incorporated under the laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid) (the ?Company?) and the parties listed on Schedule A (each, a ?Holder? a

Form of Exchange Agreement.

EX-10.1 3 d114752dex101.htm EX-10.1 Exhibit 10.1 Execution Version CONTRIBUTION AND EXCHANGE AGREEMENT This Contribution and Exchange Agreement, dated as of June , 2021 (this “Agreement”), is entered into by and among Wallbox B.V., a private company with limited liability incorporated under the Laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid), having its official seat

Wallbox Merger with Kensington Capital Acquisition Corp. II Investor Conference Call Transcript June 9, 2021

Filed by Wallbox B.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kensington Capital Acquisition Corp. II Commission File No. 001-40114 Date: June 9, 2021 Wallbox Merger with Kensington Capital Acquisition Corp. II Investor Conference Call Transcript June 9, 2021 Operator Welcome to the Wa

Form of Employee Lock-Up Agreement.

Exhibit 10.5 EMPLOYEE LOCK-UP AGREEMENT June , 2021 Kensington Capital Acquisition Corp. II 1400 Old Country Road, Suite 301 Westbury, NY 11590 Attention: Justin Mirro Ladies and Gentlemen: The undersigned signatory (the “Employee”) of this lock-up agreement (this “Letter Agreement”) understands that Kensington Capital Acquisition Corp. II, a Delaware corporation (“KCAC”), is entering into the Bus

Investor Presentation June 2021 KENINGTON

Exhibit 99.3 Exhibit 99.3 Wallbox Investor Presentation June 2021 KENINGTON NO T I C E T O A N D U N D E R T A K I N G B Y R E C I P I E N T S About this Presentation This investor presentation (this ?Presentation?) is for informational purposes only to assist interested parties in making their own evaluation with respect to a possible transaction (the ?Business Combination?) involving Wall Box Ch

Business Combination Agreement, dated as of June 9, 2021, by and among Holdco, Kensington, Merger Sub and the Company.

EX-2.1 2 d114752dex21.htm EX-2.1 Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT among Wallbox B.V. Orion Merger Sub Corp. Kensington Capital Acquisition Corp. II and Wallbox Chargers, S.L. Dated as of June 9, 2021 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 3 Section 1.01. Certain Definitions 3 Section 1.02. Further Definitions 11 Section 1.03. Construction 13 ARTICLE II. AGREEMENT

Sponsor Support Agreement, dated as of June 9, 2021, by and among Sponsor, Kensington, Holdco and the Company.

Exhibit 10.2 Execution Version SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this ?Agreement?) is made and entered into as of June 9, 2021, by and among Kensington Capital Sponsor II LLC, a Delaware limited liability company (?Sponsor?), Kensington Capital Acquisition Corp. II, a Delaware corporation (?SPAC?), Wallbox B.V., a private company with limited liability incorporated under th

Sponsor Support Agreement, dated as of June 9, 2021, by and among Sponsor, Kensington, Holdco and the Company.

Exhibit 10.2 Execution Version SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this ?Agreement?) is made and entered into as of June 9, 2021, by and among Kensington Capital Sponsor II LLC, a Delaware limited liability company (?Sponsor?), Kensington Capital Acquisition Corp. II, a Delaware corporation (?SPAC?), Wallbox B.V., a private company with limited liability incorporated under th

Form of Subscription Agreement.

Exhibit 10.4 Final Form SUBSCRIPTION AGREEMENT Kensington Capital Acquisition Corp. II 1400 Old Country Road, Suite 301 Westbury, NY 11590 Wallbox B.V. Carrer del Foc, 68 Barcelona, Spain 08038 Ladies and Gentlemen: In connection with the proposed business combination (the “Transaction”) pursuant to the Business Combination Agreement (as it may be amended, restated or otherwise modified from time

Wallbox Merger with Kensington Capital Acquisition Corp. II Investor Conference Call Transcript June 9, 2021

EX-99.2 9 d114752dex992.htm EX-99.2 Exhibit 99.2 Wallbox Merger with Kensington Capital Acquisition Corp. II Investor Conference Call Transcript June 9, 2021 Operator Welcome to the Wallbox and Kensington Capital Acquisition Corp. II Transaction Conference Call. I would like to first remind everyone that this call may contain forward-looking statements including, but not limited to, Wallbox Charge

Filed by Wallbox B.V.

Filed by Wallbox B.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kensington Capital Acquisition Corp. II Commission File No. 001-40114 Date: June 9, 2021 Exhibit 99.3 Wallbox Investor Presentation June 2021 KENINGTON NO T I C E T O A N D U N D E R T A K I N G B Y R E C I P I E N T S About

SMART CHARGING AND ENERGY SOLUTIONS PROVIDER WALLBOX TO LIST ON NYSE THROUGH MERGER WITH KENSINGTON CAPITAL ACQUISITION CORP. II

Exhibit 99.1 SMART CHARGING AND ENERGY SOLUTIONS PROVIDER WALLBOX TO LIST ON NYSE THROUGH MERGER WITH KENSINGTON CAPITAL ACQUISITION CORP. II ? Wall Box Chargers SL (?Wallbox?) has entered into a business combination agreement with Kensington Capital Acquisition Corp. II (NYSE: KCAC); upon closing, the combined company will be listed on the New York Stock Exchange under the ticker symbol ?WBX? ? W

Filed by Wallbox B.V.

Filed by Wallbox B.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Kensington Capital Acquisition Corp. II Commission File No. 001-40114 Date: June 9, 2021 Additional Information This communication is being made in respect of the proposed transaction involving Wallbox Chargers, S.L. (“Wallb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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, 2021 OR ? 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.

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, 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 26, 2021 KENSINGTON CAPITAL ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40114 86-1326226 (State or other jurisdiction of inc

Amendment dated April 26, 2021 to the Company’s Bylaws.

EX-3.1 2 ck6463825153-ex317.htm EX-3.1 Exhibit 3.1 The first sentence of Section 3.2(a) of the bylaws is amended to read in its entirety as follows (new language is underlined): Following the consummation of the Offering, only persons who are nominated by stockholders in accordance with the following procedures shall (without prejudice to the rights of the Board under the certificate of incorporat

Kensington Capital Acquisition Corp. II Announces Appointment of Nicole Nason to Board of Directors

EX-99.1 3 ck6463825153-ex9916.htm EX-99.1 Exhibit 99.1 Kensington Capital Acquisition Corp. II Announces Appointment of Nicole Nason to Board of Directors WESTBURY N.Y., April 26, 2021 /PRNewswire/ - Kensington Capital Acquisition Corp. II (NYSE: KCAC) (the "Company") today announced the appointment of Nicole Nason as a new member to the Board of Directors, effective immediately. Ms. Nason is curr

Kensington Capital Acquisition Corp. II Announces the Separate Trading of its Shares of Class A Common Stock and Redeemable Warrants Commencing April 19, 2021

Exhibit 99.1 Kensington Capital Acquisition Corp. II Announces the Separate Trading of its Shares of Class A Common Stock and Redeemable Warrants Commencing April 19, 2021 New York, New York, April 14, 2021?Kensington Capital Acquisition Corp. II (NYSE: KCAC.U) (the ?Company?) announced that, commencing April 19, 2021, holders of the units sold in the Company?s initial public offering of 23,000,00

Financial Statements and Exhibits, Other Events

8-K 1 ck6463825153-8k20210414.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): April 14, 2021 KENSINGTON CAPITAL ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40114 86-13262

KENSINGTON CAPITAL ACQUISITION CORP. II

Exhibit 99.1 KENSINGTON CAPITAL ACQUISITION CORP. II Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 2, 2021 F-3 Notes to Financial Statement F-4 Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors of Kensington Capital Acquisition Corp. II Opinion on the Financial Statement We have audited the accompanying balanc

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): March 2, 2021 KENSINGTON CAPITAL ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40114 86-1326226 (State or other jurisdiction of inco

Amended and Restated Certificate of Incorporation

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KENSINGTON CAPITAL ACQUISITION CORP. II March 2, 2021 Kensington Capital Acquisition Corp. II, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Kensington Capital Acquisition Corp. II?. The original certificate of incor

Form of Indemnity Agreement between the Company and each of the officers and directors of the Company

EX-10.5 9 ck6463825153-ex1056.htm EX-10.5 Exhibit 10.5 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 25, 2021, by and between Kensington Capital Acquisition Corp. II, a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or

Private Placement Warrants Purchase Agreement between the Company and Kensington Capital Sponsor II LLC

EX-10.1 5 ck6463825153-ex10110.htm EX-10.1 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 February 25, 2021, is entered into by and between Kensington Capital Acquisition Corp. II, a Delaware corporation (the “Company”),

Underwriting Agreement by and among the Company and UBS Securities LLC and Stifel, Nicolaus & Company, Incorporated, as representatives of the underwriters

EX-1.1 2 ck6463825153-ex1113.htm EX-1.1 Exhibit 1.1 KENSINGTON CAPITAL ACQUISITION CORP. II 20,000,000 Units Underwriting Agreement February 25, 2021 UBS Securities LLC Stifel, Nicolaus & Company, Incorporated As Representatives of the several Underwriters listed in Schedule 1 hereto c/o UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 c/o Stifel, Nicolaus & Company, Incorpo

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

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): March 2, 2021 (February 25, 2021) KENSINGTON CAPITAL ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-40114 86-1326226 (State or other

Registration Rights Agreement between the Company and Kensington Capital Sponsor II LLC

EX-10.3 7 ck6463825153-ex1038.htm EX-10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 25, 2021, is made and entered into by and between Kensington Capital Acquisition Corp. II, a Delaware corporation (the “Company”) and Kensington Capital Sponsor II LLC, a Delaware limited liability company (the “Sponsor” and, together with

Letter Agreement among the Company, Kensington Capital Sponsor II LLC and each of the officers and directors of the Company

EX-10.4 8 ck6463825153-ex1047.htm EX-10.4 Exhibit 10.4 February 25, 2021 Kensington Capital Acquisition Corp. II 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 among Kensington Capi

Warrant Agreement between Continental Stock Transfer & Trust Company and the Company

Exhibit 4.1 WARRANT AGREEMENT between KENSINGTON CAPITAL ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this ?Agreement?), dated as of February 25, 2021, is by and between Kensington Capital Acquisition Corp. II, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ?Warrant

Services Agreement between the Company and DEHC LLC

EX-10.6 10 ck6463825153-ex10612.htm EX-10.6 Exhibit 10.6 KENSINGTON CAPITAL ACQUISITION CORP. II 1400 Old Country Road, Suite 301 Westbury, New York 11590 February 25, 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. II (the “Company”) and DEHC LLC (the “Provider”), date

Investment Management Trust Account Agreement between Continental Stock Transfer & Trust Company and the Company

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of February 25, 2021 by and between Kensington Capital Acquisition Corp. II, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, No

Per Unit

424B4 1 ck6463825153-424b4.htm 424B4 PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-252266 Kensington Capital Acquisition Corp. II $200,000,000 20,000,000 Units Kensington Capital Acquisition Corp. II is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business

- 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.

- S-1/A

As filed with the Securities and Exchange Commission on February 19, 2021 Registration No.

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. II, a Delaware corporation (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 provided with

BYLAWS KENSINGTON CAPITAL ACQUISITION CORP. II (THE “CORPORATION”) ARTICLE I

EX-3.3 4 ck6463825153-ex3317.htm EX-3.3 Exhibit 3.3 BYLAWS OF KENSINGTON CAPITAL ACQUISITION CORP. II (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1.Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual a

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

EX-4.4 7 ck6463825153-ex4420.htm EX-4.4 Exhibit 4.4 WARRANT AGREEMENT between KENSINGTON CAPITAL ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Kensington Capital Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation

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

Exhibit 10.2 [●], 2021 Kensington Capital Acquisition Corp. II 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 among Kensington Capital Acquisition Corp. II, a Delaware corporation (

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

EX-10.9 13 ck6463825153-ex10926.htm EX-10.9 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. II, a Delaware corporation (the “Company”), and Ke

Form of Amended and Restated Certificate of Incorporation

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KENSINGTON CAPITAL ACQUISITION CORP. II March [?], 2021 Kensington Capital Acquisition Corp. II, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1.The name of the Corporation is ?Kensington Capital Acquisition Corp. II?. The original certificate of inco

Specimen Class A Common Stock Certificate

Exhibit 4.2 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [•] KENSINGTON CAPITAL ACQUISITION CORP. II INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF KENSINGTON CAPITAL ACQUISITION CORP. II (THE “CORPORATION”) transferable o

- S-1/A

As filed with the Securities and Exchange Commission on February 18, 2021 Registration No.

Form of Services Agreement between the Registrant and DEHC LLC

Exhibit 10.8 KENSINGTON CAPITAL ACQUISITION CORP. II 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. II (the “Company”) and DEHC LLC (the “Provider”), dated as of the date of this letter agreement, will conf

Form of Code of Ethics

EX-14.1 15 ck6463825153-ex14128.htm EX-14.1 Exhibit 14.1 CODE OF ETHICS AND BUSINESS CONDUCT OF KENSINGTON CAPITAL ACQUISITION CORP. II 1. Introduction The Board of Directors (the “Board”) of Kensington Capital Acquisition Corp. II (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 Comp

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. II, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, No. 333-25

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

EX-10.6 11 ck6463825153-ex10624.htm EX-10.6 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. II, a Delaware corporation (the “Company”) and Kensington Capital Sponsor II LLC, a Delaware limited liability company (the “Sponsor” and, together with any p

Form of Underwriting Agreement.

EX-1.1 2 ck6463825153-ex1115.htm EX-1.1 Exhibit 1.1 KENSINGTON CAPITAL ACQUISITION CORP. II 20,000,000 Units Underwriting Agreement [•], 2021 UBS Securities LLC Stifel, Nicolaus & Company, Incorporated As Representatives of the several Underwriters listed in Schedule 1 hereto c/o UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 c/o Stifel, Nicolaus & Company, Incorporated 78

Specimen Unit Certificate

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [•] KENSINGTON CAPITAL ACQUISITION CORP. II UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-FOURTH OF ONE REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.0001 per share (“Co

Consent of Mitchell Quain

Exhibit 99.3 CONSENT OF MITCHELL QUAIN Kensington Capital Acquisition Corp. II (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 consent

Consent of Matthew Simoncini

Exhibit 99.5 CONSENT OF MATTHEW SIMONCINI Kensington Capital Acquisition Corp. II (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 cons

Certificate of Incorporation

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF KENSINGTON CAPITAL ACQUISITION CORP. II ARTICLE I NAME The name of the corporation is Kensington Capital Acquisition Corp. II (the “Corporation”). ARTICLE II PURPOSE The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. In addition to the powers and privileges conferred upon the

Promissory Note, dated January 4, 2021 issued to Kensington Capital Sponsor II LLC

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 COMPANY

Power of Attorney (included on the signature page to the initial filing of this Registration Statement)

S-1 1 ck6463825153-s1.htm S-1 As filed with the Securities and Exchange Commission on January 20, 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. II (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of in

Consent of Thomas LaSorda

Exhibit 99.1 CONSENT OF THOMAS LASORDA Kensington Capital Acquisition Corp. II (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 consent

Securities Subscription Agreement, dated January 4, 2021 between the Registrant and Kensington Capital Sponsor II LLC

Exhibit 10.7 KENSINGTON CAPITAL ACQUISITION CORP. II 1400 Old Country Road, Suite 301 Westbury, NY 11590 January 4, 2021 Kensington Capital Sponsor II 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 January 4, 2021 between Kensington Capital Sponsor II LLC, a Delaware limited liab

Consent of Anders Pettersson

Exhibit 99.2 CONSENT OF ANDERS PETTERSSON Kensington Capital Acquisition Corp. II (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 cons

Consent of Donald Runkle

Exhibit 99.4 CONSENT OF DONALD RUNKLE Kensington Capital Acquisition Corp. II (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