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~~September 24, 2021

Kensington Capital Acquisition Corp. II

(Exact Name of Registrant as Specified in Charter)

Delaware (State or other jurisdictionof incorporation) 001-40114 (Commission File Number) 86-1326226 (I.R.S. EmployerIdentification Number)

Delaware

001-40114

86-1326226

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

1400 Old Country Road, Suite 301 Westbury, New York (Address of principal executive offices) 11590 (Zip code)

1400 Old Country Road, Suite 301

Westbury, New York

11590

(Address of principal executive offices)

(Zip code)

(703) 674-6514

(Registrant’s telephone number, including area code)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half of one redeemable warrant	KCAC.U	The New York Stock Exchange
Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-fourth of one redeemable warrant	KCAC.U	The New York Stock Exchange
Class A common stock included as part of the units	KCAC	The New York Stock Exchange
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	KCAC WS	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 (§ 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).

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. ☐

Item 7 8.01. ~~Regulation~~Other FDEvents ~~Disclosure.~~

OnFinal ~~June 22,~~Exchange ~~2021,~~Ratio in connection with the previously announced business combination (the “Business Combination”) of Kensington Capital Acquisition Corp. II (“Kensington”) and Wall Box Chargers, S.L. (“Wallbox”), Justin Mirro, the Chief Executive Officer of Kensington, and Enric Asunción, the Chief Executive Officer of Wallbox, were interviewed by Benzinga. A copy of the transcript for the interview is attached as Exhibit 99.1 hereto and incorporated by reference herein.

~~The foregoing~~On ~~Exhibit~~September 24, 992021, Kensington Capital Acquisition Corp.1 II, a Delaware corporation (“Kensington”), and ~~the~~Wall ~~information~~Box ~~set~~Chargers, ~~forth~~S.L., ~~therein~~a ~~are~~Spanish ~~being~~limited ~~furnished~~liability ~~pursuant~~company to(sociedad ~~Item~~limitada) ~~7.01~~(the ~~and~~“Company”), ~~shall~~issued ~~not~~a bejoint ~~deemed~~press release announcing that they have determined the exchange ratio to be ~~filed~~240.990816528527 as of the anticipated date for ~~purposes~~Closing of(as ~~Section 18~~defined ofbelow) ~~the~~in ~~Securities~~accordance ~~Exchange~~with ~~Act~~the terms of ~~1934~~the Business Combination Agreement, dated as ~~amended~~of June 9, 2021 (the “~~Exchange Act~~Business Combination Agreement”), oramong ~~otherwise~~Kensington, beWallbox ~~subject~~B.V., toa private company with limited liability incorporated under the ~~liabilities~~Laws of ~~that~~the ~~section,~~Netherlands ~~nor~~(besloten ~~shall~~vennootschap ~~they~~met bebeperkte ~~deemed~~aansprakelijkheid and towhich will be ~~incorporated~~converted byinto ~~reference~~a inpublic ~~any~~limited ~~filing~~liability ~~under~~company ~~the~~(naamloze ~~Securities~~vennootschap) ~~Act~~prior to the effectuation of ~~1933,~~the Exchanges (as ~~amended~~defined (in the ~~“Securities~~Business ~~Act~~Combination Agreement)) (“Holdco”), orOrion Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Holdco, and the ~~Exchange~~Company, ~~Act~~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.

~~Item~~Pursuant 9to the terms and subject to the conditions set forth in the Business Combination Agreement, at the closing of the business combination (the “Closing”), (i) each outstanding Class A ordinary share of the Company (including each such share resulting from the conversion of the Company’s convertible loans prior to the Closing by the noteholders thereof), and each outstanding Class B ordinary share of the Company will be exchanged by means of a contribution in kind in exchange for the issuance of a number of Holdco Class A ordinary shares, nominal value EUR 0.0112 per share of Holdco (“Holdco Class A Shares”), or Holdco Class B ordinary shares, nominal value EUR 1.20 ~~Financial~~per ~~Statements~~share of Holdco, as applicable, and ~~Exhibits~~(ii) each share of Kensington Class A common stock and Kensington Class B common stock outstanding immediately prior to the effective time of the merger (other than certain customarily excluded shares) will be converted into and become one share of new Kensington common stock, and each such share of new Kensington common stock will immediately thereafter be exchanged by means of a contribution in kind in exchange for the issuance of Holdco Class A Shares, whereby Holdco will issue one Holdco Class A Share for each share of new Kensington common stock exchanged.

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, dated September 20, 2021, that was filed by Kensington with the Securities and Exchange Commission (dthe “SEC”) ~~Exhibits~~ and distributed to its stockholders.

Exhibit No.		Exhibit
99.1		Transcript of Benzinga interview held on June 22, 2021.

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

2Important Information and Where to Find It

~~SIGNATURE~~In connection with the Transactions, Holdco has filed a registration statement on Form F-4, including a proxy statement/prospectus (the “Registration Statement”), with the SEC, which includes a proxy statement distributed to holders of Kensington’s common stock in connection with Kensington’s solicitation of proxies for the vote by Kensington’s stockholders with respect to the Transactions and other matters as described in the Registration Statement and a prospectus relating to the offer of the securities to be issued to the Company’s shareholders in connection with the Transactions. The Registration Statement was declared effective by the SEC, and Kensington commenced mailing the proxy statement/prospectus to its stockholders, on September 20, 2021. Investors and security holders and other interested parties are urged to read the proxy statement/prospectus, and any amendments thereto and any other documents filed with the SEC when they become available, carefully and in their entirety because they contain important information about Kensington, the Company and the Transactions. Investors and security holders may obtain free copies of the proxy statement/prospectus and other documents filed with the SEC by Kensington through the website maintained by the SEC at http://www.sec.gov, or by directing a request to: Kensington Capital Acquisition Corp. II, 1400 Old Country Road, Suite 301, Westbury, NY 11590.

~~Pursuant~~2 ~~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:~~Participants ~~June 25,~~in ~~2021~~the Solicitation

~~KENSINGTON~~Kensington ~~CAPITAL~~and ~~ACQUISITION~~the ~~CORP~~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. IIInformation ~~By:~~about ~~/s/~~the ~~Daniel~~directors ~~Huber~~and ~~Name:~~executive ~~Daniel~~officers ~~Huber~~of ~~Title:~~Kensington ~~Chief~~and ~~Financial~~the ~~Officer~~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 SEC regarding the Transactions. Stockholders, potential investors and other interested persons should read the Registration Statement carefully before making any voting or investment decisions. These documents can be obtained free of charge from the sources indicated above.

3No 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 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 SEC. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Kensington nor the Company presently do not know or that Kensington and the Company currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect

Kensington’s and the Company’s expectations, plans or forecasts of future events and views as of the date of this Current Report on Form 8-K. Kensington and the Company anticipate that subsequent events and developments will cause their assessments to change. However, while Kensington and the Company may elect to update these forward-looking statements at some point in the future, Kensington and the Company specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Kensington’s or the Company’s assessments as of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit No.		Exhibit

99.1		Press Release, dated September 24, 2021.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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: September 24, 2021


KENSINGTON CAPITAL ACQUISITION CORP. II

By:		/s/ Daniel Huber
		Name: Daniel Huber
		Title: Chief Financial Officer

Filing Compare · Kensington Capital Acquisition Corp. II