Item 1.01. Entry into a Material Definitive Agreement
Amendment to Business Combination Agreement
As previously announced, on September 2, 2020, Kensington Capital Acquisition Corp., a Delaware corporation
(Kensington), Kensington Merger Sub Corp., a Delaware corporation and a wholly-owned direct subsidiary of Kensington (Merger Sub), and QuantumScape Corporation, a Delaware corporation (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. Capitalized
terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Business Combination Agreement.
On September 21, 2020, Kensington, Merger Sub and the Company entered into Amendment No. 1 to the Business Combination Agreement
(the Amendment), pursuant to which the parties agreed to: (i) provide that the name of the surviving corporation in the merger contemplated by the Business Combination Agreement will be as designated by the Company prior to
the closing thereunder, and (ii) amend and restate Kensingtons certificate of incorporation, effective as of the Effective Time, as set forth on Exhibit A to the Amendment (the Amended and Restated Kensington
Certificate). The certificate of incorporation attached as Exhibit B to the Business Combination Agreement that was signed on September 2, 2020 provided that, following the consummation of the business combination contemplated
thereby, Kensington will have two classes of common stock, Class A common stock, par value $0.0001 per share (New Class A Common Stock), having one vote per share and Class B common stock, par value
$0,0001 per share (New Class B Common Stock), having voting rights of ten votes per share. The Amended and Restated Kensington Certificate, among other things, provided that the New Class B Common Stock
will automatically convert into New Class A Common Stock on the earliest to occur of:
(i) a date fixed by the Kensington board of
directors that is no less than 61 days and no more than 180 days following the date after the closing of the transactions contemplated by the Business Combination Agreement that the total number of shares of New Class B Common Stock owned by
Excluded Parties (as defined below) and their Permitted Transferees (as defined in the Amended and Restated Kensington Certificate) represents less than 20% of the total number of outstanding shares of New Class B Common Stock; ;
(ii) if (a) the applicable Excluded Party has designated an Excluded Party Trustee (as defined below), the date that is the earlier of
(1) nine months after the death or disability of the last to die or become disabled of the Excluded Parties and (2) the date upon which such Excluded Party Trustee ceases to hold exclusive voting control over such shares of New
Class B Common Stock; and (b) the applicable Excluded Party has not designated an Excluded Party Trustee, the death or disability of the last to die or become Disabled of the Excluded Parties; and
(iii) the date specified by (a) the holders of a majority of the then outstanding shares of New Class B Common Stock, voting as a
separate class, or in an affirmative written election executed by the holders of a majority of the then outstanding shares of New Class B Common Stock and (b) all of the Excluded Parties (but excluding any Excluded Party who is then
deceased or disabled or who, individually or through his permitted entities or permitted transferees, holds less than 20% of the aggregate number of shares of Class B Common Stock that were held by such Excluded Party,
individually or through his permitted entities or permitted transferees, as of the effective time of the merger contemplated by the Business Combination Agreement.
Excluded Party means any of Timothy Holme, Fritz Prinz and Jagdeep Singh.
Excluded Party Trustee means a person, designated by an Excluded Party and approved by the Kensington board of
directors, in his or her capacity as a voting trustee pursuant to a written voting trust agreement entered into by such Excluded Party prior to his death or disability, contingent and effective upon the death or disability of such Excluded Party.
Other than as expressly modified by the Amendment, the Business Combination Agreement, which was filed as Exhibit 2.1 to the Current
Report on Form 8-K filed by Kensington with the Securities and Exchange Commission (the SEC) on September 3, 2020, remains in full force and effect.
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