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: September 29, 2021
Item 1.01.
Entry into a Material Definitive Agreement.
As previously announced, on June 9, 2021, Kensington Capital Acquisition Corp. II, a
Delaware corporation (Kensington), Wallbox B.V., a private company with limited liability incorporated under the Laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid and which will be converted into a
public limited liability company (naamloze vennootschap) prior to the effectuation of the Exchanges (as defined in the Business Combination Agreement)) (Holdco), Orion Merger Sub Corp., a Delaware corporation and wholly owned
subsidiary of Holdco (Merger Sub), and Wallbox Chargers, S.L., a Spanish limited liability company (sociedad limitada) (the Company), entered into a business combination agreement (the Business
Combination Agreement), pursuant to which, among other things, Kensington and the Company will enter into a business combination.
Effective as of September 29, 2021, Holdco and Kensington entered into separate subscription agreements (each, a Subscription
Agreement) with a number of investors (each a Subscriber), pursuant to which the Subscribers agreed to purchase, and Holdco agreed to issue to the Subscribers, an aggregate of 1,100,000 Holdco Ordinary A Shares (the
PIPE Shares), for a purchase price of $10.00 per share and an aggregate purchase price of $11.0 million, in a private placement (the New PIPE). Certain officers and directors of Kensington and their
affiliates have subscribed for approximately 600,000 PIPE Shares pursuant to the Subscription Agreements.
The closing of the sale of the
PIPE Shares pursuant to the Subscription Agreements is contingent upon, among other customary closing conditions, the substantially concurrent consummation of the transactions contemplated by the Business Combination Agreement. The purpose of the
New PIPE is to raise additional capital for use by the combined company following the closing of the transactions contemplated by the Business Combination Agreement.
Pursuant to the Subscription Agreements, Holdco agreed, among other things, that, within 30 calendar days after the consummation of the
Transactions (the Filing Deadline), Holdco will file with the SEC (at Holdcos sole cost and expense) a registration statement registering the resale of the PIPE Shares (the Resale Registration Statement),
and Holdco will use its commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as practicable after the filing thereof.
The foregoing description of the Subscription Agreements is qualified in its entirety by reference to the full text of the form of the
Subscription Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by
reference herein. The securities of Holdco that may be issued in connection with the Subscription Agreements will not be registered under the Securities Act of 1933, as amended (the Securities Act), in reliance on the exemption
from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Item 7.01. Regulation FD
Disclosure.
The Business Combination Agreement provides that the obligation of Holdco, Merger Sub and the Company to consummate the
business combination is conditioned on, among other things, a requirement that the Kensington Cash Amount (as defined below) will be at least two hundred and fifty million dollars ($250,000,000) in the aggregate (the Minimum Cash
Condition). Kensington Cash Amount means the amount equal to (i) the aggregate amount of cash in its trust account that will be available to Kensington for unrestricted use as of immediately following the effective
time of the merger of Merger Sub (the Merger Effective Time) into Kensington pursuant to the Business Combination Agreement (for clarity, after giving effect to any redemption rights of Kensington stockholders that are actually
perfected), plus (ii) the aggregate amount of cash proceeds received from investors as of the Merger Effective Time in connection with a PIPE investment pursuant to subscription agreements entered into on June 9, 2021.