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, Fritz Prinz tendered 3,352,904 shares of Class B common stock of Legacy
QuantumScape in exchange for 13,484,541 shares of Class B Common Stock.
Fritz Prinz serves as Chief Scientific Advisor and a
director 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 described in Item 6 of this Schedule 13D and the Issuers Insider Trading Policy, Mr. Prinz 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 13,484,541 shares of Class B Common Stock, or 6.6% 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
13,484,541 shares from the as if converted Class B Common Stock.
(b) Fritz Prinz shares voting and dispositive power with respect to 1,206,525
shares of Class B Common Stock beneficially owned by Friedrich Prinz Annuity Trust, 1,206,525 shares of Class B Common Stock beneficially owned by Gertrude Annuity Trust, 1,340,582 shares
of Class B Common Stock beneficially owned by Bennedikt F. Prinz Trust and 1,340,582 shares of Class A Common Stock beneficially owned by Marie Helene Prinz Trust. Fritz Prinz has sole voting and dispositive power with
respect to 8,390,327 shares of Class B Common Stock.
(c) Except as described in Items 3 and 4 of this Schedule, which descriptions are
incorporated herein by reference, the Reporting Person has not effected any transactions in the common stock during the past 60 days.
(d) Except as
disclosed in Item 2, no person is known to the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities covered by this Schedule.
(e) Not Applicable.
Item 6. Contracts, Arrangements,
Understandings or Relationships with respect to Securities of the Issuer.
Registration Rights and Lock-Up
Agreement