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
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Date of Report (Date of earliest event reported): February 10, 2023 |
QuantumScape Corporation
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 001-39345 | 85-0796578 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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1730 Technology Drive | |
San Jose, California | | 95110 |
(Address of Principal Executive Offices) | | (Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 408 452-2000 |
(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
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Class A Common Stock, par value $0.0001 per share | | QS | | The New York Stock Exchange |
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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 8.01 Other Events.
As previously disclosed, on February 9, 2023, QuantumScape Corporation (the “Company”) filed a petition in the Delaware Court of Chancery (the “Court of Chancery”) pursuant to Section 205 of the Delaware General Corporation Law (the “Petition”) seeking to validate and declare effective the filing and effectiveness of (1) the provisions of the Amended and Restated Certificate of Incorporation of the Company currently in effect and (2) the shares of the Company’s Class A common stock, par value $0.0001, and other securities issued in reliance on the validity of such Amended and Restated Certificate of Incorporation of the Company. Concurrently with the Petition, the Company filed a motion to expedite the hearing on the Petition.
On February 10, 2023, the Court of Chancery granted the motion to expedite and scheduled a hearing on the merits of the Petition for February 27, 2023 at 11.45 a.m. Eastern Time, in Courtroom 12B of the Leonard L. Williams Justice Center, 500 N. King Street, SSuite 11400, Wilmington, Delaware 19801.
This Current Report on Form 8-K constitutes notice of the hearing and a copy of the Petition is attached hereto as Exhibit 99.1. If any stockholder of the Company wishes to express a position on the Petition, such stockholders of the Company may (i) appear at the hearing or (ii) file a written submission with the Register in Chancery, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801, referring to the case caption, In re QuantumScape Corporation, C.A. No. 2023-0157-LWW (Del. Ch.), in advance of the hearing, and any such written submission should be emailed to the Company’s counsel, F. Troupe Mickler, Ashby & Geddes, P.A., at tmickler@ashbygeddes.com.
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Item 9.01. | Financial Statements and Exhibits. |
d) Exhibits:
SIGNATURES
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.
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| | | QuantumScape Corporation |
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Date: | February 13, 2023 | By: | /s/ Michael McCarthy |
| | | Name: Michael McCarthy
Title: Chief Legal Officer and Head of Corporate Development |
