Item 1.01. Entry into a Material Definitive Agreement.
As previously announced, on
Effective as of
The closing of the sale of the PIPE Shares pursuant to the Subscription Agreements is contingent upon, among other customary closing conditions, the substantially concurrent consummation of the transactions contemplated by the Business Combination Agreement. The purpose of the New PIPE is to raise additional capital for use by the combined company following the closing of the transactions contemplated by the Business Combination Agreement.
Pursuant to the Subscription Agreements,
The foregoing description of the Subscription Agreements is qualified in its entirety by reference to the full text of the form of the Subscription Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02. Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K
is incorporated by reference herein. The securities of
Item 7.01. Regulation FD Disclosure.
The Business Combination Agreement provides that the obligation of
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8,888,682 shares of Kensington's Class A common stock were redeemed in connection with the business combination (the "Redemptions").
As a result of the Redemptions, the Kensington Cash Amount will be approximately
Important Information and Where to Find It
In connection with the Transactions,
Participants in the Solicitation
Kensington and the Company and their respective directors and certain of their
respective executive officers and other members of management and employees may
be considered participants in the solicitation of proxies with respect to the
Transactions. Information about the directors and executive officers of
Kensington and the Company is set forth in the Registration Statement.
Additional information regarding the participants in the proxy solicitation and
a description of their direct and indirect interests, by security holdings or
otherwise, is included in the Registration Statement and other relevant
materials filed with the
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Forward-Looking Statements
This Current Report on Form 8-K includes, or incorporates by reference, certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of revenue and other financial and performance metrics, projections of market opportunity, expectations and timing related to product development, potential benefits of the
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Transactions, and expectations related to the terms and timing of the
Transactions. These statements are based on various assumptions and on the
current expectations of Kensington's and the Company's management and are not
predictions of actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as, and must not be
relied on by any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of Kensington and the Company.
These forward looking statements are subject to a number of risks and
uncertainties, including general economic, financial, legal, political and
business conditions and changes in domestic and foreign markets; the outcome of
judicial proceedings to which Kensington or the Company may become a party
(including any legal proceedings that may be instituted against Kensington or
the Company regarding the Transactions); the inability of the parties to
successfully or timely consummate the Transactions or to satisfy the other
conditions to the closing of the Transactions, including the risk that any
required regulatory approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the combined company; the
risk that the approval of the stockholders of Kensington for the Transactions is
not obtained; failure to realize the anticipated benefits of the Transactions,
including as a result of a delay in consummating the Transactions or difficulty
in, or costs associated with, integrating the businesses of Kensington and the
Company; the amount of redemption requests made by Kensington's stockholders;
the occurrence of events that may give rise to a right of one or both of
Kensington and the Company to terminate the Business Combination Agreement;
risks related to the rollout of the Company's business, the development and
performance of the Company's products, and the timing of expected business
milestones; the risk that the Transactions disrupt Kensington's or the Company's
current plans and operations; the ability to grow and manage growth following
the Transactions; the effects of competition on the Company's future business;
and those factors discussed in the Registration Statement, as amended, under the
heading "Risk Factors," and other documents of Kensington filed, or to be filed,
with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Exhibit 10.1 Form of Subscription Agreement. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4
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