Current Report Filing (8-k)
April 01 2021 - 1:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 30, 2021
QuantumScape Corporation
(Exact Name of Registrant as Specified in Charter)
|
|
|
|
|
Delaware
|
|
001-39345
|
|
85-0796578
|
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
|
(I.R.S. Employer
Identification Number)
|
|
|
1730 Technology Drive
San Jose, California
|
|
95110
|
(Address of principal executive offices)
|
|
(Zip code)
|
(408) 452-2000
(Registrants telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which
registered
|
Class A common stock, par value $0.0001 per share
|
|
QS
|
|
The New York Stock Exchange
|
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
|
|
QS.WS
|
|
The New York Stock Exchange
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act
of 1933 (§ 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).
Emerging growth company ☒
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 1.01.
|
Entry into a Material Definitive Agreement
|
On March 30, 2021, QuantumScape Corporation (the Company), QuantumScape Battery, Inc. (f/k/a QuantumScape Subsidiary,
Inc.) (Subsidiary), and Volkswagen Group of America Investments, LLC (VWGoAI) entered into a Series F Closing Agreement (the Series F Closing Agreement) for the Company to issue to VWGoAI
15,221,334 shares of Class A Common Stock of the Company (the Shares) for an aggregate purchase price of approximately $100 million as a result of the Companys achievement of a specified technical milestone. The
issuance of the Shares will be the second and final closing pursuant to the Series F Agreements (as defined below) that provided for a total $200 million investment by VWGoAI in the Company. The Company previously issued 15,221,334 shares of
Class A Common Stock to VWGoAI on December 1, 2020 for an aggregate purchase price of approximately $100 million in connection with the first closing as reported on the Companys Current Report on Form 8-K as filed on December 2, 2020.
Pursuant to the Series F Closing Agreement the parties agreed,
among other things, that (i) other than the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act (HSR), the Company had fulfilled all of the closing conditions to the
Second Closing (as defined therein), including the achievement of the specified technical milestone, and (ii) the parties would hold the Second Closing on the fifth (5th) business day following the date of expiration or early termination of the
HSR waiting period or receipt of any clearance under applicable antitrust laws.
The foregoing description of the material terms of the
Series F Closing Agreement and the issuance of the Shares does not purport to be complete and is qualified in its entirety by reference to the full text of the (i) Series F Closing Agreement, (ii) the Series F Preferred Stock Purchase
Agreement, dated May 14, 2020, by and between the Company and VWGoAI (the Purchase Agreement), and (iii) the Amendment No. 1 to Series F Preferred Stock Purchase Agreement, dated September 3, 2020, by and among
the Company, Subsidiary, and VWGoAI (the Amendment, and together with the Series F Closing Agreement and the Purchase Agreement, the Series F Agreements).
A copy of the Series F Closing Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K
and is incorporated herein by reference. Copies of the Purchase Agreement and Amendment were filed as Exhibit 10.28 and Exhibit 10.29, respectively, to the Companys Annual Report on Form 10-K filed on
February 23, 2021.
Item 3.02
|
Unregistered Sales of Equity Securities
|
The information set forth under Item 1.01 is incorporated herein by reference.
On March 31, 2021, the Company issued a press release relating to the second closing. A copy of the press release is filed as
Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01
|
Financial Statements and Exhibits
|
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.
Dated: April 1, 2021
|
|
|
|
|
QUANTUMSCAPE CORPORATION
|
|
By: /s/ Michael McCarthy
|
|
|
Name:
|
|
Michael McCarthy
|
|
|
Title:
|
|
Chief Legal Officer and Head of Corporate
Development
|
Quantumscape (NYSE:QS)
Historical Stock Chart
From Aug 2024 to Sep 2024
Quantumscape (NYSE:QS)
Historical Stock Chart
From Sep 2023 to Sep 2024