Kensington Capital Acquisition Corp. V announced a private placement to issue a convertible promissory note at an issue price of $950,250 for the gross proceeds of up to $950,250 on August 29, 2023. The transaction will include participation from new investor Kensington Capital Sponsor V LLC.

The working capital note is non-interest bearing and payable on the earlier of the consummation of the company?s initial business combination unless converted into working capital warrants at the option of the sponsor, at a price of $0.75 per warrant, August 17, 2024, or the liquidation of the company. The issuance of the working capital note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. The principal of this note may be drawn down from time to time prior to the maturity date.

Each drawdown request must state the amount to be drawn down, and must not be an amount less than $10,000 unless agreed upon by the maker and the Payee. The Payee shall fund each drawdown request no later than 5 business days after receipt of a drawdown request. Once an amount is drawn down under this note, it shall not be available for future drawdown requests even if prepaid.

No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any drawdown request by Maker.