UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION
UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission File Number: 001-40114
Kensington Capital Acquisition Corp. II
(Exact name of registrant as specified in its charter)
1400 Old
Country Road, Suite 301
Westbury, NY 11590
(703) 674-6514
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Units, each consisting of one share of Class A common stock, par value $0.0001 per share,
and one-fourth of one Warrant
Class A common stock
Warrants, each whole warrant exercisable for one share of Class A common stock
at an exercise price of $11.50
(Title of each class of securities covered by this Form)
None
(Titles of all
other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)
Please place an X in the
box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
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Rule 12g-4(a)(1)
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☒
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Rule 12g-4(a)(2)
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Rule 12h-3(b)(1)(i)
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Rule 12h-3(b)(1)(ii)
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Rule 15d-6
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Rule 15d-22(b)
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☐
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Approximate number of holders of record as of the certification or notice date: 1