0000899243-21-032909.txt : 20210812 0000899243-21-032909.hdr.sgml : 20210812 20210812211236 ACCESSION NUMBER: 0000899243-21-032909 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210812 FILED AS OF DATE: 20210812 DATE AS OF CHANGE: 20210812 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kensington Capital Sponsor V LLC CENTRAL INDEX KEY: 0001876530 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40741 FILM NUMBER: 211169417 BUSINESS ADDRESS: STREET 1: 1400 OLD COUNTRY ROAD STREET 2: SUITE 301 CITY: WESTBURY STATE: NY ZIP: 11590 BUSINESS PHONE: 703-674-6514 MAIL ADDRESS: STREET 1: 1400 OLD COUNTRY ROAD STREET 2: SUITE 301 CITY: WESTBURY STATE: NY ZIP: 11590 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Kensington Capital Acquisition Corp. V CENTRAL INDEX KEY: 0001865407 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 981592043 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1400 OLD COUNTRY ROAD, SUITE 301 CITY: WESTBURY STATE: NY ZIP: 11590 BUSINESS PHONE: 703-674-6514 MAIL ADDRESS: STREET 1: 1400 OLD COUNTRY ROAD, SUITE 301 CITY: WESTBURY STATE: NY ZIP: 11590 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-08-12 0 0001865407 Kensington Capital Acquisition Corp. V KCGI 0001876530 Kensington Capital Sponsor V LLC 1400 OLD COUNTRY ROAD SUITE 301 WESTBURY NY 11590 0 0 1 0 Class B Ordinary Shares Class A Ordinary Shares 6900000 D As described in the issuer's registration statement on Form S-1 (File No. 333-257993) under the heading "Description of Securities-Founder Shares", the issuer's Class B ordinary shares, par value $0.0001 per share, will automatically convert into the issuer's Class A ordinary shares, par value $0.0001 per share, at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. The Class B ordinary shares owned by the reporting person include up to 900,000 shares that are subject to forfeiture to the extent the underwriters of the initial public offering of the issuer's securities do not exercise in full their over-allotment option as described in the issuer's registration statement. Justin Mirro, the issuer's Chairman and Chief Executive Officer, has voting and investment discretion with respect to the securities held by the reporting person and may be deemed to have shared beneficial ownership of the securities held directly by the reporting person. Mr. Mirro disclaims any beneficial ownership of the reported shares other then to the extent of any pecuniary interest he may have therein, directly or indirectly. Exhibit 24 Power of Attorney. /s/ Justin Mirro attorney-in-fact for Kensington Capital Sponsor V LLC 2021-08-12 EX-24 2 attachment1.htm EX-24 DOCUMENT

                                                                      Exhibit 24

                             POWER OF ATTORNEY FOR
                        SECTION 16 REPORTING OBLIGATIONS

     Know all by these presents, that the undersigned hereby makes, constitutes
and appoints each of Justin Mirro and Daniel Huber, each acting individually, as
the undersigned's true and lawful attorney-in-fact, with full power and
authority as described below, to take the following actions on behalf of and in
the name, place and stead of the undersigned:

     (1)   prepare, execute, and file on behalf of the undersigned Forms 3, 4,
and 5 (including any amendments thereto) with respect to the securities of
Kensington Capital Acquisition Corp. V (the "Company"), with the United States
Securities and Exchange Commission, any stock exchange and the Company, as
considered necessary or advisable under Section 16(a) of the Securities Exchange
Act of 1934 (the "Exchange Act") and the rules and regulations thereunder;

     (2)   seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information regarding transactions in the Company's
securities from any third party, including brokers and employee benefit plan
administrators and trustees, and the undersigned hereby authorizes any such
person to release any such information to such attorneys-in-fact and approves
and ratifies any such release of information; and

     (3)   do and perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or desirable for and on behalf of the
undersigned in connection with the foregoing.

     The undersigned acknowledges that:

     (1)   this Power of Attorney authorizes, but does not require, each such
attorney-in-fact to act in their discretion on information provided to such
attorney-in-fact without independent verification of such information;

     (2)   any documents prepared and/or executed by any such attorney-in-fact
on behalf of the undersigned pursuant to this Power of Attorney will be in such
form and will contain such information and disclosure as such attorney-in-fact,
in his or her discretion, deems necessary or desirable;

     (3)   neither the Company nor any of such attorneys-in-fact assumes (i) any
liability for the undersigned's responsibility to comply with the requirements
of the Exchange Act, (ii) any liability of the undersigned for any failure to
comply with such requirements, or (iii) any obligation or liability of the
undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and

     (4)   this Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including without limitation the reporting requirements under
Section 16 of the Exchange Act.

     The undersigned hereby gives and grants each of the foregoing attorneys-in-
fact full power and authority to do and perform all and every act and thing
whatsoever necessary or appropriate to be done in the exercise of the rights and
powers granted by this Power of Attorney as fully to all intents and purposes as
the undersigned might or could do personally, hereby ratifying all that each
such attorney-in-fact, shall lawfully do or cause to be done for and on behalf
of the undersigned by virtue of this Power of Attorney.

     This Power of Attorney shall remain in full force and effect until revoked
by the undersigned in a signed writing delivered to each such attorney-in-fact
or until such earlier time as the undersigned is no longer required to file
Forms 3, 4, and 5 with respect to the Company.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 12th day of August 2021.


                                  KENSINGTON CAPITAL SPONSOR V LLC

                                  By: Kensington Capital Partners, LLC
                                  Its: Managing Member

                                  By:  /s/ Justin Mirro
                                  -----------------------------------------
                                  Name:     Justin Mirro
                                  Title:    Managing Member