Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
17 8월 2021 - 6:19AM
Edgar (US Regulatory)
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. (Wallbox), Wallbox B.V. and Kensington
Capital Acquisition Corp. II (Kensington). This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, 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 such jurisdiction. In connection with the proposed transaction, Wallbox B.V. will file with the
Securities and Exchange Commission (SEC) a registration statement on Form F-4 that will include a proxy statement of Kensington in connection with Kensingtons solicitation of proxies for
the vote by Kensingtons shareholders with respect to the proposed transaction and other matters as may be described in the registration statement. Wallbox and Kensington also plan to file other documents with the SEC regarding the proposed
transaction and a proxy statement/prospectus will be mailed to holders of shares of Kensingtons Class A ordinary shares. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE FORM
F-4 AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. The proxy statement/prospectus, as well as other filings containing information about Wallbox and Kensington will be available without charge at the SECs Internet site (www.sec.gov). Copies of the proxy
statement/prospectus can also be obtained, when available, without charge, from Wallboxs website at www.wallbox.com. Copies of the proxy statement/prospectus can be obtained, when available, without charge, from Kensingtons
website at www.autospac.com.
Participants in the Solicitations
Wallbox, Wallbox B.V., Kensington and certain of their respective directors, executive officers and other members of management and employees may, under SEC
rules, be deemed to be participants in the solicitation of proxies from Kensingtons shareholders in connection with the proposed transaction. You can find more information about Kensingtons directors and executive officers in
Kensingtons final prospectus dated February 25, 2021 and filed with the SEC on February 26, 2021. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests
will be included in the proxy statement/prospectus when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or
investment decisions. You may obtain free copies of these documents from the sources indicated above.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, 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, or an exemption therefrom.
Caution About Forward-Looking
Statements
The information in this communication includes forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this communication, regarding Kensingtons proposed business combination
with Wallbox, Kensingtons ability to consummate the transaction, the development and performance of Wallboxs products (including the timeframe for development of such products), the benefits of the transaction and the combined
companys future financial performance, as well as the combined companys strategy, future operations, estimated financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are
forward-looking statements. When used in this communication, the words are designed to, could, should, will, may, believe, anticipate, intend,
estimate, expect, project, the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.
These forward-looking statements are based on managements current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by
applicable law, Wallbox disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. Wallbox cautions you that these
forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of either Kensington or Wallbox. In addition, Wallbox cautions you that the forward-looking
statements contained herein are subject to the following uncertainties and risk factors that could affect Wallboxs and Kensingtons future performance and cause results to differ from the forward-looking statements herein: Wallboxs
ability to realize the anticipated benefits of the business combination, which may be affected by, among other things, competition and the ability of Wallbox to grow and manage growth profitably following the business combination; risks relating to
the outcome and timing of the Companys development of its charging and energy management technology and related manufacturing processes; intense competition in the electric vehicle charging space; risks related to health pandemics, including
the COVID-19 pandemic; the possibility that Wallbox
may be adversely affected by other economic, business, and/or competitive factors; the possibility that the expected timeframe for, and other expectations regarding the development and
performance of, Wallbox products will differ from current assumptions; the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination; the outcome of any legal proceedings that may be
instituted against Kensington or Wallbox, the combined company or others following the announcement of the business combination; the inability to complete the business combination due to the failure to obtain approval of the shareholders of
Kensington or to satisfy other conditions to closing; changes to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations; the ability to meet stock exchange listing
standards following the consummation of the business combination; the risk that the business combination disrupts current plans and operations of Kensington or Wallbox as a result of the announcement and consummation of the business combination;
costs related to the business combination; changes in applicable laws or regulations; and underlying assumptions with respect to shareholder redemptions. Should one or more of the risks or uncertainties described in this communication, or should
underlying assumptions prove incorrect, actual results and plans could different materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact the operations and
projections discussed herein can be found in Kensingtons periodic filings with the SEC, and the proxy statement/prospectus of Wallbox B.V. in the registration statement on Form F-4 filed with the SEC.
Kensingtons and Wallbox B.V.s SEC filings are available publicly on the SECs website at www.sec.gov.
Contacts:
For Wallbox
Investors
ICR, Inc.
investors@wallbox.com
Media
ICR, Inc.
WallboxPR@icrinc.com
For Kensington
Dan Huber
dan@kensington-cap.com
703-674-6514
Related Links:
www.wallbox.com
www.autospac.com
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