UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

QuantumScape Corporation

(Name of Issuer)

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

74767V 109

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 74767V 109    13G    Page 2 of 8 Pages

 

  1    

  NAMES OF REPORTING PERSONS

 

  Khosla Ventures III, L.P.

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒ (1)

 

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware, United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

   5     

  SOLE VOTING POWER

 

  0

   6   

  SHARED VOTING POWER

 

  35,440,404(2)

   7   

  SOLE DISPOSITIVE POWER

 

  0

   8   

  SHARED DISPOSITIVE POWER

 

  35,440,404 (2)

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  35,440,404 (2)

10  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  14.9% (3)

12  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  PN

 

(1)

This statement on Schedule 13G is filed by Khosla Ventures III, L.P. (“KV III”), Khosla Ventures Associates III, LLC (“KVA III”), VK Services, LLC (“VK Services”) and Vinod Khosla (“Khosla,” together with KV III, KVA III and VK Services collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

All of the shares of Class A Common Stock and Class B Common Stock are owned by KV III, of which KVA III is the general partner. Khosla is the managing member of VK Services, which is the manager of KVA III. As such, each of KVA III, VK Services and Khosla possesses power to direct the voting and disposition of the shares owned by KV III, and each of KVA III, VK Services and Khosla may be deemed to have indirect beneficial ownership of such shares.

(3)

The percentages set forth on the cover sheets assume the conversion of all such Reporting Person’s Class B Common Stock into Class A Common Stock and are calculated based on 207,696,594 shares of Class A Common Stock and 156,263,710 Class B Common Stock outstanding as of December 23, 2020 as set forth in the Issuer’s Rule 424(b)(3) prospectus as filed with the Securities and Exchange Commission on December 31, 2020 (the “Prospectus”).


CUSIP No. 74767V 109    13G    Page 3 of 8 Pages

 

  1    

  NAMES OF REPORTING PERSONS

 

  Khosla Ventures Associates III, LLC

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒ (1)

 

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware, United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

   5     

  SOLE VOTING POWER

 

  0

   6   

  SHARED VOTING POWER

 

  35,440,404 (2)

   7   

  SOLE DISPOSITIVE POWER

 

  0

   8   

  SHARED DISPOSITIVE POWER

 

  35,440,404 (2)

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  35,440,404 (2)

10  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  14.9%(3)

12  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  OO

 

(1)

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

All of the shares beneficially owned by KVA III are comprised of Class A and Class B Common Stock held by KV III, of which KVA III is the general partner. Khosla is the managing member of VK Services, which is the manager of KVA III. As such, each of KVA III, VK Services and Khosla possesses power to direct the voting and disposition of the shares owned by KV III, and each of KVA III, VK Services and Khosla may be deemed to have indirect beneficial ownership of such shares. KVA III holds no shares of the Issuer directly.

(3)

The percentages set forth on the cover sheets assume the conversion of all such Reporting Person’s Class B Common Stock into Class A Common Stock and are calculated based on 207,696,594 shares of Class A Common Stock and 156,263,710 Class B Common Stock outstanding as of December 23, 2020 as set forth in the Prospectus.


CUSIP No. 74767V 109    13G    Page 4 of 8 Pages

 

  1    

  NAMES OF REPORTING PERSONS

 

  VK Services, LLC

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒ (1)

 

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware, United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

   5     

  SOLE VOTING POWER

 

  0

   6   

  SHARED VOTING POWER

 

  35,440,404 (2)

   7   

  SOLE DISPOSITIVE POWER

 

  0

   8   

  SHARED DISPOSITIVE POWER

 

  35,440,404 (2)

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  35,440,404 (2)

10  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  14.9%(3)

12  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  OO

 

(1)

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

All of the shares beneficially owned by VK Services are comprised of Class A and Class B Common Stock held by KV III, of which KVA III is the general partner. Khosla is the managing member of VK Services, which is the manager of KVA III. As such, each of KVA III, VK Services and Khosla possesses power to direct the voting and disposition of the shares owned by KV III, and each of KVA III, VK Services and Khosla may be deemed to have indirect beneficial ownership of such shares. VK Services holds no shares of the Issuer directly.

(3)

The percentages set forth on the cover sheets assume the conversion of all such Reporting Person’s Class B Common Stock into Class A Common Stock and are calculated based on 207,696,594 shares of Class A Common Stock and 156,263,710 Class B Common Stock outstanding as of December 23, 2020 as set forth in the Prospectus.


CUSIP No. 74767V 109    13G    Page 5 of 8 Pages

 

  1    

  NAMES OF REPORTING PERSONS

 

  Vinod Khosla

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)   ☒ (1)

 

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

   5     

  SOLE VOTING POWER

 

  0

   6   

  SHARED VOTING POWER

 

  35,440,404 (2)

   7   

  SOLE DISPOSITIVE POWER

 

  0

   8   

  SHARED DISPOSITIVE POWER

 

  35,440,404 (2)

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  35,440,404 (2)

10  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  14.9% (3)

12  

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 

(1)

This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

All of the shares beneficially owned by Khosla are comprised of Class A and Class B Common Stock held by KV III, of which KVA III is the general partner. Khosla is the managing member of VK Services, which is the manager of KVA III. As such, each of KVA III, VK Services and Khosla possesses power to direct the voting and disposition of the shares owned by KV III, and each of KVA III, VK Services and Khosla may be deemed to have indirect beneficial ownership of such shares. Khosla holds no shares of the Issuer directly.

(3)

The percentages set forth on the cover sheets assume the conversion of all such Reporting Person’s Class B Common Stock into Class A Common Stock and are calculated based on 207,696,594 shares of Class A Common Stock and 156,263,710 Class B Common Stock outstanding as of December 23, 2020 as set forth in the Prospectus.


CUSIP No. 74767V 109    13G    Page 6 of 8 Pages

 

Item 1(a).

Name of Issuer:

QuantumScape Corporation

 

Item 1(b).

Address of Issuer’s Principal Executive Officers:

1700 Technology Drive

San Jose, California 95110

 

Item 2(a).

Name of Person(s) Filing:

Khosla Ventures III, L.P. (“KV III”)

Khosla Ventures Associates III, LLC (“KVA III”)

VK Services, LLC (“VK Services”)

Vinod Khosla (“Khosla”)

 

Item 2(b).

Address of Principal Business Office:

Khosla Ventures

2128 Sand Hill Road

Menlo Park, California 94025

 

Item 2(c).

Citizenship:

 

KV III    Delaware, United States of America
KVA IV    Delaware, United States of America
VK Services    Delaware, United States of America
Khosla    United States of America

 

Item 2(d).

Title of Class of Securities:

Class A Common Stock, par value $0.0001 per share.

 

Item 2(e).

CUSIP Number:

74767V 109

 

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Not applicable.

 

Item 4(a).

Amount Beneficially Owned: 35,440,404

 

Item 4(b).

Percent of Class: 14.9%

 

Item 4(c).

Number of shares as to which such persons have:

The following information with respect to the beneficial ownership of Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2020:


CUSIP No. 74767V 109    13G    Page 7 of 8 Pages

 

Reporting Persons   

Shares Held

Directly

     Sole
Voting
Power
   Shared
Voting
Power (1)
     Sole
Dispositive
Power
   Shared
Dispositive
Power (1)
     Beneficial
Ownership(1)
     Percentage
of Class (1, 3)
 

KV III(2)

     35,440,404      0      35,440,404      0      35,440,404        35,440,404        14.9

KVA III (2)

     0      0      35,440,404      0      35,440,404        35,440,404        14.9

VK Services (2)

     0      0      35,440,404      0      35,440,404        35,440,404        14.9

Khosla (2)

     0      0      35,440,404      0      35,440,404        35,440,404        14.9

 

(1)

Represents the number of shares of Class A Common Stock and the number of shares of Class A Common Stock issuable upon exercise of options, warrants and other convertible securities (including Class B Common Stock) that are exercisable within 60 days of the date of this statement on Schedule 13G (“Securities”) currently beneficially owned by the Reporting Persons.

(2)

Khosla is the managing member of VK Services, which serves as the manager of KVA III, which serves as the general partner of KV III. As such, each of KVA III, VK Services and Khosla possesses power to direct the voting and disposition of the Securities owned by KV III, and each of KVA III, VK Services and Khosla may be deemed to have indirect beneficial ownership of such Securities. KVA III, VK Services, and Khosla hold no Securities of the Issuer directly.

(3)

The percentages set forth above assume the conversion of all such Reporting Person’s Class B Common Stock into Class A Common Stock and are calculated based on 207,696,594 shares of Class A Common Stock and 156,263,710 Class B Common Stock outstanding as of December 23, 2020 as set forth in the Prospectus.

 

Item 5.

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  ☐

 

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person:

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group:

Not applicable.

 

Item 9.

Notice of Dissolution of Group:

Not applicable.

 

Item 10.

Certification:

Not applicable.


CUSIP No. 74767V 109    13G    Page 8 of 8 Pages

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 12, 2021

 

KHOSLA VENTURES III, L.P.
By:   Khosla Ventures Associates III, LLC,
 

a Delaware limited liability company and

general partner of Khosla Ventures III, LP

By:  

/s/ Vinod Khosla

  Vinod Khosla, Managing Member
KHOSLA VENTURES ASSOCIATES III, LLC
By:  

/s/ Vinod Khosla

  Vinod Khosla, Managing Member
VK SERVICES, LLC
By:  

/s/ Vinod Khosla

  Vinod Khosla, Manager

 

/s/ Vinod Khosla

Vinod Khosla

Exhibit(s):

99.1: Joint Filing Statement