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 May 18, 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 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, 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.
On August 24, 2021, we redeemed all outstanding public warrants that had not been exercised as of such date (the “Public Warrant Redemption Date”). We received an aggregate of $129,687,711.37 from the cash exercise of public warrants prior to the Public Warrant Redemption Date, net of the amount paid for redemption of unexercised public warrants. On August 30, 2021, we gave notice to all holders of private placement warrants that such warrants would be redeemed on September 30, 2021 unless exercised prior to that date (the “Private Warrant Redemption Date”). Since all private placement warrants were exercised prior to the Private Warrant Redemption Date, none were redeemed and we received an aggregate of $21,742,877.50 from the cash exercises of such warrants. As a result of such redemptions and exercises, no Company warrants remain outstanding.
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.
Current Report on Form 8-K
On January 4, 2022, we filed a Current Report on Form 8-K with the Commission. The portion of the text of such Form 8-K that is treated as “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is attached hereto.
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 January 5, 2022.
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): December 30, 2021
QuantumScape Corporation
(Exact Name of Registrant as Specified in Charter)
Delaware |
| 001-39345 |
| 85-0796578 |
1730 Technology Drive |
| 95110 |
(408) 452-2000
(Registrant’s 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 |
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QS |
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d) Appointment of New Director
On December 30, 2021, Jeneanne Hanley was appointed to the Board of Directors (the “Board”) of QuantumScape Corporation (the “Company”), to serve as a director with a term of office expiring at the Company’s next annual stockholder meeting.
Ms. Hanley has served as a member of the board of directors and Compensation Committee of KLA Corporation (NASDAQ: KLAC), a capital equipment company, since June 2019. Ms. Hanley most recently served as Senior Vice President, and President, E-Systems, for Lear Corporation, a designer and manufacturer of automotive seating and electrical systems (NYSE: LEA), from March 2018 to February 2019. Prior to this, she held positions in operational roles of increasing responsibility throughout her time at LEA since 1994, including Corporate Vice President, Global Surface Materials; Corporate Vice President, Americas Seating Business Unit; and Vice President, Global Strategy and Business Development. Ms. Hanley holds a B.S.E. in Mechanical Engineering and a M.B.A. from the University of Michigan.
In accordance with the Company’s Outside Director Compensation Policy (the “Director Compensation Policy”), Ms. Hanley is eligible to participate in the Company’s standard compensation arrangements for non-employee directors which consists of cash and equity compensation for service on the Board. Pursuant to the Director Compensation Policy, Ms. Hanley is entitled to $80,000 in annual cash compensation for service on the Board with additional cash compensation payable for committee service, as applicable. Ms. Hanley was also granted an initial equity award of 13,077 restricted stock units, which will vest one-twelfth quarterly over three years starting May 15, 2022, subject to Ms. Hanley’s continued service through each vesting date in accordance with the Director Compensation Policy. In addition, Ms. Hanley was granted a pro-rated annual equity award of 5,993 restricted stock units, which will vest in full on the next quarterly vesting date (which are February 15, May 15, August 15 and November 15) after the Company’s 2022 annual stockholder meeting, subject to Ms. Hanley’s continued service through such vesting date in accordance with the Director Compensation Policy.
There are no arrangements or understandings between Ms. Hanley and any other persons pursuant to which Ms. Hanley was appointed a director of the Company, and there are no family relationships between Ms. Hanley and any other director or executive officer of the Company.
The Company will enter into its standard form of indemnification agreement with Ms. Hanley, a copy of which is filed as Exhibit 10.7 to the Company’s Form 8-K filed on December 2, 2020. Other than the indemnification agreement, Ms. Hanley does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended, nor are any such transactions currently proposed.
The foregoing description of the terms of the Director Compensation Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Director Compensation Policy, which will be filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 or via an amendment to this Current Report on Form 8-K
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: January 5, 2022
| QUANTUMSCAPE CORPORATION | ||
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| By: | /s/ Michael McCarthy | |
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| Name: | Michael McCarthy |
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| Title:
| Chief Legal Officer and Head of Corporate Development |