Current Report Filing (8-k)
May 17 2021 - 06:25AM
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): May 13, 2021
QuantumScape Corporation
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-39345
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85-0796578
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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1730 Technology Drive
San Jose, California
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95110
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(Address of principal executive offices)
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(Zip code)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Class A common stock, par value $0.0001 per share
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QS
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The New York Stock Exchange
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Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
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QS.WS
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The New York Stock Exchange
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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 May 13, 2021, QuantumScape Battery, Inc. (QS Sub), a wholly-owned subsidiary of QuantumScape Corporation (the
Company), entered into a letter agreement with Volkswagen Group of America, Inc. (VWGoA), Volkswagen Group of America Investments, LLC, an affiliate of VWGoA (VW Member), and QSV Operations LLC, the joint
venture entity between QS Sub and VW Member (the JV Entity, and together with QS Sub, VWGoA and VW Member, the Parties). The letter agreement amends the Amended and Restated Joint Venture Agreement, dated May 14, 2020,
and as amended by the First Amendment to Amended and Restated Joint Venture Agreement, dated September 21, 2020, by and among the Parties (the JV Agreement).
Under the letter agreement, the Parties agreed to finalize the location of their joint venture solid-state battery pilot-line
facility (QS-1) by December 31, 2021. The Parties currently contemplate Salzgitter, Germany as the location, but the final determination of the location of QS-1 shall be made by VWGoA in its sole discretion no later than December 31, 2021 based on an analysis by VWGoA of operational costs, government incentives and other relevant considerations. The Parties
intend to expand the production capacity of QS-1, initially planned for 1 gigawatt-hour (GWh), by a further 20 GWh at the same location. The Parties further agreed to consider at a future date whether to
increase the initial capacity size of QS-1.
The foregoing description of the terms of
the letter agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the letter agreement attached hereto as Exhibit 10.1.
Item 7.01 Regulation FD Disclosures
On May 14, 2021, the Company issued a press release relating to the letter agreement. A copy of the press release is filed as
Exhibit 99.1 to this Current Report on Form 8-K (the Report) and incorporated herein by reference.
Forward-Looking Statements
The information in this Report includes forward-looking statements within the meaning of Section 27A of the Securities Act and
Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this Report, including, without limitation, regarding the development, timeline and performance of
the Companys products and technology are forward-looking statements.
These forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ materially from the expected results, including but not limited to the Companys ability to finalize the location of QS-1 and achievement of
expanded production capacity of QS-1. Additional information about factors that could materially affect the Company is set forth under the Risk Factors section in the Companys Annual Report
on Form 10-K/A filed with the Securities and Exchange Commission (the SEC) on May 7, 2021 and available on the SECs website at www.sec.gov.
These forward-looking statements are based on information available as of the date of this Report, and the Company does not undertake any
obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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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: May 14, 2021
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QUANTUMSCAPE CORPORATION
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By:
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/s/ Michael McCarthy
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Name: Michael McCarthy
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Title: Chief Legal Officer and Head of Corporate Development
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