SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Dated July 3, 2023
Commission File Number: 001-40286
(Translation of registrants name into English)
60A, rue des Bruyères
Grand Duchy of Luxembourg
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN EACH OF THE REGISTRATION STATEMENTS ON FORM F-3 (FILE NO. 333-254885, FILE NO. 333-266472 AND FILE NO. 333-270019) AND THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-259673) OF ARRIVAL AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On July 3, 2023, the Company and Kensington Capital Acquisition Corp. V (Kensington) issued a joint press release announcing the termination of the Business Combination Agreement entered into between the Company and Kensington on April 6, 2023. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
|99.1||Press Release, dated July 3, 2023.|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
|By||/s/ John Wozniak|
|Title:||Chief Financial Officer|
Dated: July 3, 2023
Arrival and Kensington Capital Acquisition Corp. V Agreed to Terminate Business Combination Agreement
Kensington Capital Acquisition Corp V (NYSE: KCGI.U) and Arrival (Nasdaq: ARVL) have agreed to terminate the business combination agreement signed April 6, 2023
Following the termination of the agreement, Arrival intends to pursue alternative fundraising opportunities.
Arrival has engaged TD Cowen to assist in developing other strategic opportunities.
LUXEMBOURG and WESTBURY, N.Y. July 3, 2023 Arrival (Nasdaq: ARVL) (Arrival or the Company), inventor of a unique new method of design and production of electric vehicles (EVs), and Kensington Capital Acquisition Corp. V (Kensington) (NYSE: KCGI.U), a special purpose acquisition company, today announced that both companies have agreed to terminate the business combination agreement (BCA) initially signed April 6, 2023.
Arrival intends to redirect its focus towards advancing other opportunities. The Company has engaged the services of TD Cowen and Teneo Financial Advisory to ensure the companys seamless transition and to pursue alternative avenues that will provide the company with additional liquidity.
TD Cowens extensive expertise in financial advisory services and deep industry knowledge, will bolster the Companys efforts in capitalizing on emerging opportunities and accelerating its progress.
Arrivals mission is to master a radically more efficient New Method to design, produce, sell and service purpose-built electric vehicles, to support a world where cities are free from fossil fuel vehicles. Arrivals in-house technologies enable a unique approach to producing vehicles using rapidly-scalable, local Microfactories. Arrival (Nasdaq: ARVL) is a joint stock company governed by Luxembourg law.
About Kensington Capital Acquisition Corp. V
Kensington Capital Acquisition Corp. V (NYSE: KCGI.U) is a special purpose acquisition company formed for the purpose of effecting a merger, stock purchase or similar business combination with a business in the industrial sector. Kensingtons management team of Justin Mirro, Dan Huber, John Arney, Peter Goode, and Julian Ameler is supported by a board of independent directors including William Kassling, Anders Pettersson, Mitchell Quain, Mark Robertshaw, and Nickolas Vande Steeg.
For additional information, please visit autospac.com.
Cody Slach and Tom Colton
Chief Financial Officer
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking statements within the meaning of the U.S. federal securities laws. These forward-looking statements generally are identified by the words believe, target, project, expect, anticipate, estimate, intend, positioned, strategy, outlook, future, opportunity, plan, potential, predict, may, should, could, will, would, will be, will continue, will likely result, and similar expressions. Such statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are based on managements belief or interpretation of information currently available. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Readers are cautioned not to put undue reliance on forward-looking statements as they are subject to numerous uncertainties and factors relating to Kensingtons and Arrivals operations and business environment, all of which are difficult to predict and many of which are beyond Arrivals control. Except as required by applicable law, Arrival assumes no obligation to and does not intend to update or revise these forward-looking statements after the date of this press release, whether as a result of new information, future events, or otherwise. In light of these risks and uncertainties, you should keep in mind that any event described in a forward-looking statement made in this press release or elsewhere might not occur.
Readers are cautioned not to put undue reliance on forward-looking statements as they are subject to numerous uncertainties and factors relating to the Companys operations and business environment, all of which are difficult to predict and many of which are beyond the Companys control. Except as required by applicable law, neither the Company, Kensington, nor any of their respective affiliates assume any obligation to and does not intend to update or revise these forward-looking statements after the date of the respective Materials, whether as a result of new information, future events, or otherwise. In light of these risks and uncertainties, you should keep in mind that any event described in a forward-looking statement made in the Materials or elsewhere might not occur. The Company does not give any assurance that it will achieve its expectations.
Neither the Company, Kensington nor their advisers and/or agents undertake any obligation to provide the recipient with access to any additional information or to update these materials or any additional information or to correct any inaccuracies in any such information which may become apparent except as required under applicable law and regulation.