Arrival SPAC Presentation Deck
INVESTOR PRESENTATION
Disclaimer (1/2)
ΑΓΓΙVAL
This presentation has been prepared by Arrival (the "Company") and comprises the slides for a presentation to stakeholders and other interested parties concerning the proposed business combination among the Company, Kensington Capital Acquisition Corp. V ("Kensington") and
("New Co"), a company to be incorporated as an indirect subsidiary of the Company that will become the holding company of the Arrival Group at the closing of the proposed business combination, and related transactions (the "Proposed Business Combination"), and for no other
purpose.
No Offer or Solicitation; Additional Information and Where to Find It
This presentation is for informational purposes only and does not constitute or form part of (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Business Combination or (i) an offer to sell or the solicitation of an offer to buy or
subscribe to 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 in the United
States except by means of a prospectus meeting the requirements of the U.S. Securities Act of 1933 (the "Securities Act"). In connection with the Proposed Business Combination, it is expected that NewCo will file a registration statement on Form F-4, which will include a proxy
statement of Kensington and a prospectus with respect to the Proposed Business Combination, with the U.S. Securities and Exchange Commission ("SEC"). The definitive proxy statement/prospectus will be delivered to the security holders of the Company and Kensington. The release,
publication or distribution of this presentation in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this presentation is released, published or distributed should inform themselves about and observe such restrictions. The securities are not
intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any persons in member states of the European Economic Area which apply Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June
2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (this Regulation together with any implementing measures in any member state, the "Prospectus Regulation"), unless they are qualified investors for the
purposes of the Prospectus Regulation in such member state or in any other circumstances falling within Article 1(4) of the Prospectus Regulation, and no person in member states of the European Economic Area that is not a relevant person or qualified investor may act or rely on this
presentation or any of its contents.
SECURITY HOLDERS OF THE COMPANY AND KENSINGTON ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED BUSINESS COMBINATION CAREFULLY AND IN ITS ENTIRETY, INCLUDING THE EXHIBITS THERETO AND
ANY DOCUMENTS PREVIOUSLY FILED WITH THE SEC AND INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT/PROSPECTUS AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, WHEN IT BECOMES AVAILABLE BECAUSE
IT WILL CONTAIN IMPORTANT INFORMATION ABOUT NEWCO, THE COMPANY, KENSINGTON AND THE PROPOSED BUSINESS COMBINATION.
Security holders will be able to obtain free copies of the proxy statement/prospectus, as well as other filings containing information about the Company, Kensington and NewCo, without charge, at the SEC's website at http://www.sec.gov. Security holders will also be able to obtain these
documents, without charge, from the Company's website at https://arrival.gcs-web.com/news-events/events-presentations and Kensington's website at https://www.autospac.com.
This presentation does not constitute an offer or a solicitation in any jurisdiction in which such offer or solicitation is unlawful. An offer will not be made in, nor will sales be accepted in, any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of
such jurisdiction. However, NewCo may, in its sole discretion, take such action as it may deem necessary to extend any offer in any such jurisdiction.
Participants in the Solicitation
The Company, Kensington, NewCo, and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Kensington's shareholders in connection with the Proposed
Business Combination. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Kensington's directors and executive officers in Kensington's Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which
was filed with the SEC on April 3, 2023, and regarding the names, affiliations and interests of the Company's directors and executive officers in the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2021, which was filed with the SEC on April 27, 2022.
Other information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of Kensington's shareholders in connection with the Proposed Business Combination and a description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the transaction when they become available. Investors 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 using the sources indicated above.
No Reliance
This presentation should not be considered as a recommendation by the Company, Kensington, NewCo or any of their respective affiliates (within the meaning of Rule 405 under the Securities Act) ("Affiliates"), members, directors, officers or employees or any other person that any
person should subscribe for or purchase any securities of the Company. Prospective purchasers of securities of the Company, Kensington or NewCo are required to make their own independent investigation and appraisal. No reliance may be placed for any purpose whatsoever on the
information contained in this presentation, or any other material discussed verbally. The information contained in this presentation has not been independently verified. This presentation does not purport to be all-inclusive or to contain all the information that a prospective purchaser of
securities of the Company, Kensington or NewCo may desire or require in deciding whether or not to offer to purchase such securities. No representation or warranty, express or implied, is made or given by or on behalf of the Company, Kensington, NewCo or any of their respective
Affiliates, members, directors, officers or employees or any other person as to the accuracy, completeness, reliability or fairness of the information or opinions contained in this presentation or any other material discussed verbally. None of the Company, Kensington, NewCo or any of
their respective Affiliates, members, directors, officers or employees nor any other person accepts any liability whatsoever for any loss howsoever arising from any use of this presentation or its contents or otherwise arising in connection therewith. This presentation is not intended or
written to be used, and cannot be used or relied upon, by any taxpayer for the purpose of avoiding U.S. tax related penalties or promoting, marketing or recommending to another party any transaction or matter addressed herein. Persons should not construe the contents of this
presentation as legal, accounting, investment or tax advice or a recommendation. Each person should seek advice based on its particular circumstances from independent legal, accounting, financial and tax advisors regarding the matters discussed in this presentation.
Financial Information
The financial information and data contained in this presentation is unaudited and does not conform to Regulation S-X under the Securities Act. Such information and data may not be included in, may be adjusted in or may be presented differently in a future registration statement.
Third-Party Information
Certain industry, market and competitive position data contained in this presentation come from third party sources. Third party industry publications generally state that the information they contain originates from sources assumed to be reliable, but that the accuracy and completeness
of such information is not guaranteed and that the calculations continued therein are based on assumptions.
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