The information set forth in or incorporated by reference into Items 4, 5 and 6 of this
Schedule 13D is hereby incorporated by reference in its entirety into this Item 3.
Item 4. Purpose of Transaction.
Pursuant to the terms of the Business Combination Agreement, Jagdeep Singh tendered 659,337 shares of Class A common stock, 3,711,188
shares of Class B common stock, options to purchase 2,237,403 shares of Class A common stock, options to purchase 500,000 shares of Class B common stock and 1,000,000 restricted stock units of Legacy QuantumScape in exchange for
2,651,686 shares of Class A Common Stock, 14,925,467 shares of Class B Common Stock, options to purchase 8,998,273 shares of Class A Common Stock, options to purchase 2,010,874 shares of Class B Common Stock and 4,021,750 shares
of Class A Common Stock issuable upon vesting of restricted stock units, respectively.
Jagdeep Singh serves as Chief Executive
Officer and Chairman of the board of directors of the Issuer and, in such capacity, may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through
(j) of Item 4 of Schedule 13D. Subject to the Registration Rights and Lock-up Agreement and Senior Employee Lock-up Agreement described in Item 6 of this Schedule
13D and the Issuers Insider Trading Policy, Mr. Singh may from time to time buy or sell securities of the Issuer as appropriate for his personal circumstances.
Except as described herein, the Reporting Person does not any present plans or proposals that relate to or would result in any of the
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Person reserves the right to formulate in the future plans or proposals which may relate to or result in the transactions described in
subparagraphs (a) through (j) of this Item 4.
The Reporting Person may, from time to time, purchase additional securities of the
Issuer either in the open market or in privately-negotiated transactions, depending upon the Reporting Persons evaluation of the Issuers business, prospects and financial condition, the market for such securities, other opportunities
available to the Reporting Person, general economic conditions, stock market conditions and other factors. Depending upon the factors noted above, the Reporting Person may also decide to hold or dispose of all or part of his investments in
securities of the Issuer and/or enter into derivative transactions with institutional counterparties with respect to the Issuers securities.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this Schedule 13D, the Reporting Person beneficially owns an aggregate of 32,608,050 shares of Common Stock on an as if converted
for options and restricted stock units, or 14.9% of the Issuers outstanding shares of Common Stock. The beneficial ownership percentages used in this Schedule are calculated based on a total of 189,469,223 shares of Class A Common Stock
outstanding as of November 25, 2020 plus 29,956,364 shares from the as if converted for Common Class B, options and restricted stock units.
All
of Mr. Singhs 2,010,874 options to purchase shares of Class B Common Stock are exercisable within 60 days of November 25, 2020. 8,592,100 options to purchase shares of Class A Common stock are exercisable within 60 days of
November 25, 2020. The remaining 406,173 options to purchase shares of Class A Common Stock vest evenly on February 1, March 1 and April 1, 2021, subject to the Mr. Singhs continued service through each vesting
date. 1/8th of Mr. Singhs restricted stock units vest on February 15, 2021 and 1/16th vest quarterly thereafter. In the event of a change in control, if Mr. Singhs employment is terminated by the Issuer without cause or if
Mr. Singh is constructively terminated within six months following such event, then 50% of any unvested shares shall immediately vest.
(b) Jagdeep
Singh shares voting and dispositive power with respect to (i) 4,021,750 shares of Class B Common Stock beneficially owned by Jagdeep Annuity Trust A, (ii) 4,021,750 shares of Class B Common Stock beneficially owned by
Roshni Annuity Trust A, (iii) 5,541,385 shares of Class B Common Stock and 966,100 shares of Class A Common Stock beneficially owned by UDT Trust, (iv) 561,862 shares of Class A Common Stock beneficially owned by
Kismet Trust, (v) 561,862 shares of Class A Common Stock beneficially owned by Nageena Trust and