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Technology Stocks : Blank Check IPOs (SPACS) -- Ignore unavailable to you. Want to Upgrade?

To: Cornstock who wrote (2949)

12/9/2020 11:49:26 AM

From: Glenn Petersen

Respond to of 3862

The highlights (from page 237 of the final prospectus)

Prospectus 11/12/20

Kensington Warrants

As of the date of this proxy statement/prospectus/information statement, there were 18,075,000 Kensington Warrants to purchase Kensington Class A Common Stock outstanding, consisting of 11,500,000 Public Warrants and 6,575,000 Private Warrants held by the Sponsor. Each Kensington Warrant entitles the registered holder to purchase one share of Kensington Class A Common Stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the consummation of the initial business combination. The Kensington Warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of the consummation of an initial business combination, or earlier upon redemption or liquidation.

Holders of Kensington’s Public Warrants cannot exercise their Public Warrants unless Kensington has an effective and current registration statement covering the issuance of the shares underlying such warrants and a current prospectus relating thereto or a valid exemption from registration is available (including, an exemption in the event of exercise on a cashless basis). Notwithstanding the foregoing, if a registration statement covering the issuance of the shares issuable upon exercise of the Public Warrants is not effective within 60 days from the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when Kensington shall have failed to maintain an effective registration statement or a current prospectus, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis. In no event will Kensington be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that Kensington is unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state securities laws.

The Private Warrants are identical to the Public Warrants underlying the Kensington Units sold in Kensington’s IPO except that such Private Warrants: (i) will not be redeemable by Kensington, (ii) (including the Kensington Class A Common Stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the consummation of the initial business combination, (iii) may be exercised by the holders on a cashless basis, and (iv) the holders thereof (including with respect to the shares of common stock issuable upon exercise of these warrants) are entitled to registration rights, in each case so long as they are still held by the Sponsor or its permitted transferees.

Redemption of Kensington Warrants when the price per share of Kensington Class A Common Stock equals or exceeds $18.00.

Once the warrants become exercisable, Kensington may redeem the outstanding warrants (excluding the Private Warrants):

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in whole and not in part;

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at a price of $0.01 per Kensington Warrant;

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upon a minimum of 30 days’ prior written notice of redemption, which Kensington refers to as the 30-day redemption period; and

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if, and only if, the last reported sale price of Kensington Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which Kensington sends the notice of redemption to the Kensington Warrant holders.

If and when the Kensington Warrants become redeemable by Kensington, Kensington may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

If the foregoing conditions are satisfied and Kensington issues a notice of redemption, each Kensington Warrant holder may exercise his, her or its Kensington Warrants prior to the scheduled redemption date. However, the price of the shares of Kensington Class A Common Stock may fall below the $18.00 trigger price (as adjusted) as well as the $11.50 exercise price (as adjusted) after the redemption notice is issued.

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