Kensington Capital Acquisition Corp. V (NYSE : KCGI) cancelled the acquisition of Arrival (NasdaqGS : ARVL) in a reverse merger transaction.

Kensington Capital Acquisition Corp. V (NYSE : KCGI) entered into a definitive agreement to acquire Arrival (NasdaqGS : ARVL) for approximately $590 million in a reverse merger transaction on April 6, 2023. Kensington shareholders will receive, for every one Kensington ordinary share, an amount of newly issued shares equal to $17.00 divided by Arrival shares’ 10-day volume-weighted average price (“VWAP”) for the 10 days preceding the fourth day prior to Kensington’s shareholder meeting. Upon closing, the combined company will be held approximately 87.3% by Kensington and 12.7% by Arrival’s existing shareholders. Upon closing of the transaction, the combined company will continue to be named “Arrival,” and its ordinary shares are expected to remain listed on Nasdaq under the ticker symbol “ARVL”.

The transaction is subject to, among other things, approval by Kensington’s and Arrival’s shareholders, the HSR Act approval, regulatory approval, the Registration Statement having been declared effective, the Ordinary Shares to be issued in connection with the Proposed Transactions having been approved for listing on Nasdaq, and the satisfaction or waiver of other conditions stated in the definitive documentation. The boards of directors of both Kensington and Arrival have approved the proposed transaction. The transaction is expected to be completed in the second half of 2023. The sale proceeds from the transaction will be used in the production of its XL Van at its Charlotte, North Carolina factory.

Charles A. Samuelson of Hughes Hubbard & Reed LLP is serving as legal advisor to Kensington. Teneo Securities LLC is serving as financial advisor and Jeff Cohen, Manfred Müller, Pierre-Emmanuel Perais, Mike Bienenfeld and Alexander Parkhouse of Linklaters LLP is serving as legal advisor to Arrival.

Kensington Capital Acquisition Corp. V (NYSE : KCGI) cancelled the acquisition of Arrival (NasdaqGS : ARVL) in a reverse merger transaction on July 3, 2023. The business combination agreement was terminated by mutual agreement of the parties.