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): February 11, 2022
QuantumScape Corporation
(Exact Name of Registrant as Specified in Charter)
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Delaware
(State or other jurisdiction
of incorporation) | | 001-39345
(Commission File Number) | | 85-0796578
(I.R.S. Employer
Identification Number) |
| | |
1730 Technology Drive
San Jose, California
(Address of principal executive offices) | | 95110
(Zip code) |
(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:
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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 |
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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 7.01 Regulation FD
On February 11, 2022, QuantumScape Corporation (“QuantumScape”) filed with the Securities and Exchange Commission (“SEC”) a post-effective amendment (“POSAM”) to its registration statement on Form S-1 originally filed with the SEC on December 17, 2020 (the “Initial Registration Statement”), and a registration statement on Form S-3 (the “VW Registration Statement” and, together with the POSAM, the “Registration Statements”).
These Registration Statements cover shares that were previously issued by QuantumScape before May 2021, and no new shares will be issued nor will there be a change in the number of issuable shares as a result of these filings.
When declared effective by the SEC, the Registration Statements will provide the stockholders named therein with the ability to resell registered securities from time to time in accordance with the Registration Statements and applicable law; however, these filings do not necessarily mean that such holders have any specific or immediate plans to sell their securities.
The POSAM was filed to convert the Initial Registration Statement into a registration statement on Form S-3 and to include updated information regarding the principal and selling stockholders named in the prospectus included therein. No additional securities are being registered under the POSAM. QuantumScape recently became eligible to use Form S-3 after having filed timely reports for 12 months under the Securities Exchange Act of 1934, and has elected to convert the Initial Registration Statement to a registration on Form S-3 in order to fully recognize the regulatory advantages of Form S-3, including the ability to incorporate filings with the SEC by reference.
The VW Registration Statement was filed to register for resale shares of QuantumScape Class A common stock issued to Volkswagen Group of America Investments, LLC (“Volkswagen”) in April 2021 in connection with Volkswagen’s equity investment after QuantumScape achieved a pre-agreed technical milestone. At the time of this Current Report on Form 8-K, QuantumScape has not been informed by Volkswagen of any immediate plans to sell shares of its QuantumScape Class A common stock.
The Registration Statements have been filed with the SEC but are not yet effective. Shares of the securities may not be sold nor may offers to buy be accepted prior to the time that the Registration Statements become effective. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such state.
The information furnished in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
Forward-Looking Statements
Certain information in this Current Report on Form 8-K may be considered “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, statements regarding the Company’s expectations regarding future resales of its capital stock by the selling securityholders described herein. These forward-looking statements are based on management’s current expectations, assumptions, hopes, beliefs, intentions and strategies regarding future events and are based on currently available information as to the outcome and timing of future events. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Factors that may cause such differences include, but are not limited to decisions made by third parties outside of the Company’s control, and those risks and uncertainties set forth under the “Risk Factors” section in the quarterly report on Form 10-Q filed by the Company with the SEC on October 28, 2021. Except as otherwise required by applicable law, the Company disclaims any duty to update any forward-looking statements.
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: February 11, 2022
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| QUANTUMSCAPE CORPORATION |
| |
| By: | /s/ Michael McCarthy |
| | Name: | Michael McCarthy |
| | Title: | Chief Legal Officer and Head of Corporate Development |
