Filed Pursuant to Rule 424(b)(3)
Registration No. 333-251433
PROSPECTUS SUPPLEMENT
(To Prospectus dated
May 18, 2021)
306,053,642 Shares of Class A Common Stock
6,650,000 Warrants
This Prospectus Supplement supplements the prospectus dated June 4, 2021 (as supplemented to date, the “Prospectus”), which
forms a part of our Registration Statement on Post-Effective Amendment No. 3 to the Form S-1 (Registration Statement No. 333- 251433) filed with the Securities
and Exchange Commission (the “Commission”) on May 17, 2021 and declared effective by the Commission on May 18, 2021 (the “POSAM No. 3”).
The Prospectus and this Prospectus Supplement relate to the disposition from time to time of 1) up to 306,053,642 shares of our Class A
Common Stock, which include Class A Common Stock issuable upon conversion of our Class B Common Stock, the exercise of certain private placement and public warrants (together, the “Warrants”), the exercise of certain stock
options, and the vesting of certain restricted stock units, and 2) up to 6,650,000 private placement warrants, which are held or may be held by the selling securityholders named in the Prospectus. We will not receive any proceeds from the sale of
our securities offered by the selling securityholders under the Prospectus. We will receive up to an aggregate of approximately $207,650,336.50 from the exercise of the Warrants assuming the exercise in full of all of the Warrants for cash at a
current exercise price of $11.50 per share, less the amount that will not be received due to cashless exercises.
This Prospectus
Supplement should be read in conjunction with the Prospectus, which is to be delivered with this Prospectus Supplement. This Prospectus Supplement updates, amends and supplements the information included or incorporated by reference in the
Prospectus. If there is any inconsistency between the information in the Prospectus and this Prospectus Supplement, you should rely on the information in this Prospectus Supplement.
This Prospectus Supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including
any amendments or supplements to it.
Our Class A Common Stock is listed on The New York Stock Exchange (“NYSE”) under the
symbol “QS” and our warrants are listed on NYSE under the symbol “QS.WS”. On May 28, 2021, the last quoted sale price for our Class A Common Stock as reported on NYSE was $25.89 per share and the last quoted sale price
for our Public Warrants as reported on NYSE was $14.80 per Public Warrant.
Investing in our securities involves a high degree of risk.
In reviewing the Prospectus and this Prospectus Supplement, you should carefully consider the matters described under the heading “Risk Factors” beginning on page 6 of the Prospectus.
You should rely only on the information contained in the Prospectus, this Prospectus Supplement or any Prospectus Supplement or amendment
hereto. We have not authorized anyone to provide you with different information.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is June 4, 2021.