terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole Warrant may be exercised at any given time by a holder thereof. As used herein, the term Business Combination (as described more fully in the Prospectus) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company.
The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof (the Trust Agreement), with Continental Stock Transfer & Trust Company (CST), as trustee (the Trustee), in substantially the form filed as Exhibit 10.5 to the Registration Statement (as defined below), pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the Trust Account) for the benefit of the Company, the Underwriters and the Public Shareholders (as defined below).
The Company has entered into a Warrant Agreement, effective as of the date hereof (the Warrant Agreement), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants.
The Company has entered into a Securities Subscription Agreement, dated as of March 19, 2021 (the Founders Purchase Agreement), with Kensington Capital Sponsor V LLC, a Delaware limited liability company (the Sponsor), pursuant to which the Sponsor purchased an aggregate of 7,475,000 Class B ordinary shares, par value $0.0001 per share, for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the Founder Shares). On August 6, 2021, the Sponsor effected a surrender of 1,006,250 Class B ordinary shares to the Company for no consideration, resulting in a decrease in the total number of Founder Shares outstanding from 7,475,000 to 6,468,750. On August 12, 2021, the Company effected a share issue resulting in an aggregate of 6,900,000 Founder Shares outstanding as of the date hereof. Up to 900,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units, except as described in the Registration Statement, the Pricing Disclosure Package (as defined below) and the Prospectus.
The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the Warrant Purchase Agreement), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 10,400,000 warrants (or up to 11,360,000 warrants if the over-allotment option is exercised in full), each Warrant entitling its holder, upon exercise, to purchase one Ordinary Share (the Private Placement Warrants), for $0.75 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.