QS Quantumscape Corp

As filed with the Securities and Exchange Commission on February 27, 2024

Registration No. 333-

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Quantumscape Corporation

(Exact name of registrant as specified in its charter)

 

Delaware		85-0796578
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1730 Technology Drive
San Jose, California 95110

(Address of Principal Executive Offices, including zip code)

2020 Equity Incentive Plan
(Full title of the plan)

Siva Sivaram
Chief Executive Officer
1730 Technology Drive
San Jose, California 95110
(408) 452-2000

(Name, address and telephone number, including area code, of agent for service)

Copies to:

Michael J. Danaher Mark B. Baudler Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, California 94304 (650) 493-9300		Siva Sivaram Chief Executive Officer 1730 Technology Drive San Jose, California 95110 (408) 452-2000

 

 

 

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				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 7(a)(2)(B) of the Securities Act. ☐

 

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EXPLANATORY STATEMENT

QuantumScape Corporation (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “SEC”) to register additional shares of Class A Common Stock (as defined below) that have been added to Registrant’s equity plans in accordance with the “evergreen” adjustment provisions of such plans that allow for an automatic annual increase in the number of shares subject thereto and as further described below.

The number of the Registrant’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), available for grant and issuance under the 2020 Equity Incentive Plan (the “2020 Plan”) is subject to an annual increase on the first day of each fiscal year beginning with fiscal year 2022, in an amount equal to the least of (i) 41,500,000 shares, (ii) five percent (5%) of the outstanding shares of all classes of the Registrant’s common stock on the last day of the immediately preceding fiscal year or (iii) such number of shares determined by the 2020 Plan administrator.

On January 1, 2022, the number of shares of the Registrant’s Class A Common Stock available for grant and issuance under the 2020 Plan increased by 21,415,959 shares. On January 1, 2023, the number of shares of the Registrant’s Class A Common Stock available for grant and issuance under the 2020 Plan increased by 21,897,965 shares. On January 1, 2024, the number of shares of the Registrant’s Class A Common Stock available for grant and issuance under the 2020 Plan increased by 24,651,556 shares.

In accordance with General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the contents of (i) the registration statement on Form S-8 filed with the SEC on February 1, 2021 (File No. 333-252606) and (ii) the registration statement on Form S-8 filed with the SEC on February 28, 2023 (File No. 333-270117), as supplemented, amended or superseded by the information set forth herein. In accordance with the instructional note to Part I of Form S-8 promulgated by the SEC, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the SEC:

	(1)	Our Annual Report on Form 10-K (File No. 001-39345) for the fiscal year ended December 31, 2023 filed with the SEC on February 27, 2024;
	(2)	Our Current Reports on Form 8-K or 8-K/A filed on February 14, 2024 (excluding any information furnished in such reports under Item 2.02, Item 7.01 or Item 9.01); and
	(3)	The description of our common stock contained in our Registration Statement on Form 8-A, filed with the SEC on June 24, 2020, and any amendment or report filed with the SEC for the purpose of updating the description, including Exhibit 4.4 to our Annual Report on Form 10-K, filed with the SEC on February 28, 2022.

All documents filed by the Registrant with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the SEC (including, without limitation, information furnished under Item 2.02 or Item 7.01 of Current Reports on Form 8-K and the exhibits related to such items furnished under Item 9.01) shall not be deemed incorporated by reference into this Registration Statement.

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Any statement contained in this Registration Statement, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

The Registrant has filed the exhibits listed on the accompanying Exhibit Index of this Registration Statement.

EXHIBIT INDEX

				Incorporated By Reference
Exhibit		Description		Form		File No.		Exhibit No.		Filing Date
4.1		Amended and Restated Certificate of Incorporation of QuantumScape Corporation		8-K		001-39345		3.1		December 2, 2020
4.2		Amended and Restated Bylaws of QuantumScape Corporation		8-K		001-39345		3.1		October 25, 2022
4.3†		QuantumScape Corporation 2020 Equity Incentive Plan		8-K		001-39345		10.8		December 2, 2020
4.4†		QuantumScape Corporation 2020 Equity Incentive Plan — Form of Stock Option Agreement		8-K		001-39345		10.9		December 2, 2020
4.5†		QuantumScape Corporation 2020 Equity Incentive Plan — Form of Restricted Stock Unit Agreement		8-K		001-39345		10.10		December 2, 2020
4.6†		QuantumScape Corporation 2020 Equity Incentive Plan — Form of Restricted Stock Agreement.		8-K		001-39345		10.11		December 2, 2020
5.1*		Opinion of Wilson Sonsini Goodrich & Rosati, P.C. with respect to the legality of the securities being registered
23.1*		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
23.2*		Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1 hereto)
24.1*		Power of Attorney (contained on signature page hereto)
107*		Calculation of Filing Fee Table

 

*	Filed herewith.
†	Indicates management contract or compensatory plan or arrangement.

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended. the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on February 27, 2024.

QuantumScape Corporation
By:	/s/ Siva Sivaram
	Siva Sivaram
	President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Siva Sivaram and Kevin Hettrich, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Siva Sivaram
Siva Sivaram		President, Chief Executive Officer and Director (Principal Executive Officer)	February 27, 2024
/s/ Kevin Hettrich
Kevin Hettrich		Chief Financial Officer (Principal Financial and Accounting Officer)	February 27, 2024
/s/ Frank Blome
Frank Blome		Director	February 27, 2024
/s/ Brad Buss
Brad Buss		Director	February 27, 2024
/s/ Jeneanne Hanley
Jeneanne Hanley		Director	February 27, 2024

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/s/ Susan Huppertz
Susan Huppertz		Director		February 27, 2024
/s/ Jürgen Leohold
Jürgen Leohold		Director		February 27, 2024
/s/ Gena Lovett
Gena Lovett		Director		February 27, 2024
/s/ Fritz Prinz
Fritz Prinz		Director		February 27, 2024
/s/ Jagdeep Singh
Jagdeep Singh	Director		February 27, 2024
/s/ JB Straubel
JB Straubel		Director		February 27, 2024
/s/ Dipender Saluja
Dipender Saluja		Director		February 27, 2024
/s/ Jens Wiese
Jens Wiese		Director		February 27, 2024

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February 27, 2024

QuantumScape Corporation
1730 Technology Drive
San Jose, California 95110

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by QuantumScape Corporation, a Delaware corporation (the “Company”), with the Securities and Exchange Commission on or about the date hereof, in connection with the registration under the Securities Act of 1933, as amended, of 24,651,556 shares of the Company’s Class A common stock (the “Class A Common Stock”), par value $0.0001 per share (the “Shares”), under the Company’s 2020 Equity Incentive Plan (the “Plan”). As the Company’s legal counsel, we have reviewed the actions proposed to be taken by the Company in connection with the issuance and sale of the Shares to be issued under the Plan.

It is our opinion that the Shares, when issued and sold in the manner referred to in the Plan and pursuant to the agreements that accompany the Plan, will be legally and validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto.

Very truly yours,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Wilson Sonsini Goodrich & Rosati, P.C.

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2020 Equity Incentive Plan of QuantumScape Corporation of our reports dated February 27, 2024, with respect to the consolidated financial statements of QuantumScape Corporation, and the effectiveness of internal control over financial reporting of QuantumScape Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP

San Jose, California

February 27, 2024

 

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Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

QuantumScape Corporation

(Exact name of registrant as specified in its charter)

Table 1 – Newly Registered Securities
Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Class A common stock, par value $0.0001 per share, reserved for issuance pursuant to the QuantumScape Corporation 2020 Equity Incentive Plan	Other	24,651,556(2)	$6.17(3)	$152,100,100.52	$147.60 per $1,000,000	$22,449.98
Total Offering Amounts					$152,100,100.52		$22,449.98
Total Fee Offsets							-
Net Fee Due							$22,449.98

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall cover any additional shares of the Registrant’s Class A common stock that become issuable under the 2020 Equity Incentive Plan (the “2020 Plan”) by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of Class A common stock.

(2) Represents an automatic annual increase on January 1, 2024 equal to 5% of the total number of shares of all classes of the Registrant’s common stock outstanding on December 31 of the preceding year, which annual increase is provided for in the 2020 Plan.

(3) Estimated in accordance with Rule 457(c) and (h) of the Securities Act solely for the purpose of calculating the Registrant’s registration fee on the basis of $6.17 per share, which is the average of the high and low prices of Class A common stock, as reported on the New York Stock Exchange, on February 23, 2024.

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Table 2: Fee Offset Claims and Sources

N/A

Table 3: Combined Prospectuses

N/A

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