Item 8.01. Other Events
Final Exchange Ratio
On November 18,
2020, Kensington Capital Acquisition Corp., a Delaware corporation (Kensington), and QuantumScape Corporation, a Delaware corporation (the Company), issued a joint press release announcing that they have
determined the exchange ratio to be 4.02175014920 as of the anticipated date for Closing in accordance with the terms of the Business Combination Agreement, dated as of September 2, 2020, as amended by Amendment No. 1 to Business
Combination Agreement, dated as of September 21, 2020 (as so amended, the Business Combination Agreement), among Kensington, Kensington Merger Sub Corp., a Delaware corporation and a wholly-owned direct subsidiary of
Kensington (Merger Sub), and the Company, 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.
Pursuant to the terms and subject to the conditions set forth in the Business Combination Agreement, at the closing of the business
combination (the Closing), each outstanding share of the Companys Class A common stock, together with each share of the Companys preferred stock that is outstanding immediately prior to the Closing and convertible
into a share of the Companys Class A common stock pursuant to the provisions of the Companys certificate of incorporation, and each outstanding share of the Companys Class B common stock, together with each share of the
Companys preferred stock that is outstanding immediately prior to the Closing and convertible into a share of the Companys Class B common stock pursuant to the provisions of the Companys certificate of incorporation, will be
cancelled and automatically converted into the right to receive shares of Kensington Class A common stock, par value $0.0001 per share, or shares of Kensington Class B common stock, par value $0.0001 per share, as applicable, with each
holders shares rounded down to the nearest whole number.
The exchange ratio as of the anticipated date for Closing is higher than
the exchange ratio calculated in accordance with the Business Combination Agreement as of the date of the initial signing of the Business Combination Agreement that was set out in the proxy statement/prospectus/information statement, dated
November 12, 2020, that was filed by Kensington with the Securities and Exchange Commission (the SEC) and distributed to its stockholders.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Additional Litigation Disclosure
On
September 21, 2020, Kensington filed a registration statement on Form S-4 (File No. 333-248930) (as amended, the Form S-4) with the SEC in connection with the proposed business combination of the Company and Kensington pursuant to the Business Combination Agreement. On November 12, 2020, Kensington filed with the SEC
its proxy statement/prospectus/information statement pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended, relating to the special meeting of stockholders of Kensington scheduled to be held on November 25, 2020 (the
Proxy Statement) to, among other things, vote on a proposal to approve and adopt the Business Combination Agreement.
After the initial filing of the Form S-4, a putative class action lawsuit (the Stockholder
Action) was filed in the Supreme Court of the State of New York by a purported Kensington stockholder in connection with the transactions contemplated by the Business Combination Agreement: Sanchez v. Kensington Capital Acquisition
Corp., et al., Index No. 654941/2020 (Sup. Ct. N.Y. Cnty.). The complaint named Kensington and the members of the Board of Directors of Kensington (the Board of Directors) as defendants. The complaint alleged, among other
things, breach of fiduciary duty claims against the Board of Directors in connection with the business combination. The complaint also alleged that the Proxy Statement was misleading and/or omitted material information concerning the business
combination. The complaint generally seeks, among other things, injunctive relief and an award of attorneys fees. On October 12, 2020, Kensington received a letter from attorneys representing a different purported Kensington stockholder
(the Demand Letter) demanding certain corrective disclosures be made in the Proxy Statement.
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