Fair Value Measurement | Note 4. Fair Value Measurement The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (amounts in thousands): Fair Value Measured as of December 31, 2022 Level 1 Level 2 Total Assets included in: Money market funds (1) $ 107,439 $ — $ 107,439 Commercial paper (2) — 104,231 104,231 U.S. government and agency securities (2) — 610,450 610,450 Corporate notes and bonds (2) — 188,658 188,658 Total fair value $ 107,439 $ 903,339 $ 1,010,778 Fair Value Measured as of December 31, 2021 Level 1 Level 2 Total Assets included in: Money market funds (1) $ 227,826 $ — $ 227,826 Commercial paper (2) — 233,400 233,400 U.S. government securities (2) — 722,310 722,310 Corporate notes and bonds (2) — 257,384 257,384 Total fair value $ 227,826 $ 1,213,094 $ 1,440,920 (1) Money market funds are included in cash and cash equivalents on the Consolidated Balance Sheets. (2) Marketable securities consist of commercial paper, U.S. government and agency securities, corporate notes and bonds. As of December 31, 2022 and 2021 , marketable securities with original maturities of three months or less of $ 77.0 million and $ 86.1 million, respectively, are included in cash and cash equivalents on the Consolidated Balance Sheets. Level 1 assets and liabilities: Money market funds are classified as Level 1 within the fair value hierarchy, as fair value is based on unadjusted quoted prices in active markets for identical assets and liabilities. Level 2 assets and liabilities: Investments in government securities, corporate bonds and commercial paper are classified as Level 2 as they were valued based upon quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets. The Company had no financial liabilities subject to fair value measurements on a recurring basis as of December 31, 2022 and December 31, 2021. There have been no changes to the valuation methods utilized during the year ended December 31, 2022. As of December 31, 2022 and 2021, the carrying values of cash and cash equivalents, accounts payable and accrued liabilities approximate their respective fair values due to their short-term nature. Marketable Securities The following table summarizes, by major security type, the Company’s assets that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy. Amortized cost net of unrealized gain (loss) is equal to fair value as of December 31, 2022 and 2021 . The fair value as of December 31, 2022 and 2021, are as follows (amounts in thousands): December 31, 2022 Amortized Cost Gross Gross Fair Value Level 1 securities Money market funds $ 107,439 $ — $ — $ 107,439 Level 2 securities Commercial paper 104,231 — — 104,231 U.S. government and agency securities 620,660 24 ( 10,234 ) 610,450 Corporate notes and bonds 196,321 — ( 7,663 ) 188,658 Total $ 1,028,651 $ 24 $ ( 17,897 ) $ 1,010,778 December 31, 2021 Amortized Cost Gross Gross Fair Value Level 1 securities Money market funds $ 227,826 $ — $ — $ 227,826 Level 2 securities Commercial paper 233,400 — — 233,400 U.S. government securities 724,554 — ( 2,244 ) 722,310 Corporate notes and bonds 259,348 — ( 1,964 ) 257,384 Total $ 1,445,128 $ — $ ( 4,208 ) $ 1,440,920 Any realized gains and losses and interest income are included in interest income. The Company regularly reviews its available-for-sale marketable securities in an unrealized loss position and evaluate the current expected credit loss by considering factors such as historical experience, market data, issuer-specific factors, and current economic conditions. The following tables display additional information regarding gross unrealized losses and fair value by major security type for the 95 and 118 marketable securities in unrealized loss position as of December 31, 2022 and 2021, respectively (amounts in thousands): December 31, 2022 Less than 12 Consecutive Months 12 Consecutive Months or Longer Total Gross Fair Value Gross Fair Value Gross Fair Value U.S. government and agency securities $ ( 521 ) $ 231,047 $ ( 9,713 ) $ 336,517 $ ( 10,234 ) $ 567,564 Corporate notes and bonds ( 261 ) 18,585 ( 7,402 ) 170,073 ( 7,663 ) 188,658 Total $ ( 782 ) $ 249,632 $ ( 17,115 ) $ 506,590 $ ( 17,897 ) $ 756,222 December 31, 2021 Less than 12 Consecutive Months 12 Consecutive Months or Longer Total Gross Fair Value Gross Fair Value Gross Fair Value U.S. government securities $ ( 2,239 ) $ 700,318 $ ( 5 ) $ 17,011 $ ( 2,244 ) $ 717,329 Corporate notes and bonds ( 1,964 ) 257,384 — — ( 1,964 ) 257,384 Total $ ( 4,203 ) $ 957,702 $ ( 5 ) $ 17,011 $ ( 4,208 ) $ 974,713 The unrealized losses were attributable to changes in interest rates that impacted the value of the investments, and not increased credit risk. During the years ended December 31, 2022, 2021, and 2020 , the Company received proceeds of $ 15.2 million, $ 225.1 million, and $ 14.0 million, including interest, from the sale of available-for-sale marketable securities, respectively. The Company realized immaterial gains and losses as a result of such sales. The Company does not intend to sell the investments that are in an unrealized loss position, nor is it more likely than not that the Company will be required to sell the investments before the recovery of the amortized cost basis, which may be its maturity. Accordingly, the Company did no t record an allowance for credit losses associated with these investments. The estimated amortized cost and fair value of available-for-sale securities by contractual maturity as of December 31, 2022, are as follows (amounts in thousands): December 31, 2022 Amortized Cost Fair Value Due within one year $ 803,011 $ 797,053 Due after one year and through five years 225,640 213,725 Total $ 1,028,651 $ 1,010,778 Convertible Preferred Stock Tranche Liabilities In May 2020 and September 2020, Legacy QuantumScape executed a stock purchase agreement and related agreements and amendments thereto, with VGA for an investment of $ 200 million in Legacy QuantumScape’s Series F convertible preferred stock. The terms of the Series F Preferred Stock Purchase Agreement with VGA obligated Legacy QuantumScape to issue and sell, and VGA to purchase, up to a total of 7,569,508 shares of Series F convertible preferred stock (the “tranche shares”) at $ 26.4218 per share, to be funded in two tranches: (1) 3,784,754 shares of Legacy QuantumScape Series F Preferred Stock issued for $ 100 million on December 1, 2020 (the time-based portion of the agreement, “tranche shares 1”), and (2) 3,784,754 shares of Legacy QuantumScape Series F Preferred Stock will be issued for $ 100 million subject to certain conditions including the achievement of a specified technical milestone by March 31, 2021, as set forth in such agreements (“tranche shares 2”). The Company concluded that the firm commitment to issue the tranche shares met the definition of a freestanding financial instrument. As the underlying convertible preferred shares of the outstanding tranche liabilities were redeemable outside the control of the Company, the fair value of the tranche liabilities was reported on the Company’s balance sheets as a long-term liability, and the fair value change was recorded in other expense in the Consolidated Statements of Operations and Comprehensive Loss, as noted in the table below. The Series F Preferred Stock Purchase Agreement with VGA, as amended, contains provisions pursuant to which, if the relevant closing of such Series F Preferred Stock Purchase Agreement (in whole or in part) occur only after effectiveness of the Merger, VGA agreed to purchase, and the Company agreed to issue, instead of the relevant number of shares of Legacy QuantumScape Series F Preferred Stock to be purchased at such closing, such number of shares of Class A Common Stock as would have been issued in the Merger in exchange for such shares of Legacy QuantumScape Series F Preferred Stock if they had been outstanding prior to the Merger. As a result of these provisions to issue shares of Class A Common Stock, and upon consummation of the Business Combination, the Company determine its obligation to issue Class A Common Stock pursuant to the Series F Preferred Stock Purchase Agreement was equity classified and the fair value of the tranche liabilities was reclassified to additional paid-in capital. In August 2020, Legacy QuantumScape entered into Series F Preferred Stock Purchase Agreements and related agreements thereto with several new and existing investors, pursuant to which it agreed to sell, and the investors agreed to purchase, an aggregate of 7,115,335 shares of Legacy QuantumScape Series F Preferred Stock at $ 26.4218 per share for an aggregate purchase price of $ 188 million (tranche shares 3 and 4), of which: (1) $ 94.0 million was to be funded at the earlier of December 1, 2020 or a SPAC business combination (“tranche shares 3”), and (2) the remaining $ 94.0 million tranche (“tranche shares 4”) was to be funded at the earlier of a SPAC business combination closing or March 2021. Similar to the tranche shares to VGA, the Company concluded that the firm commitment to issue the incremental tranche shares 3 and 4 met the definition of a freestanding financial instrument. Pursuant to the terms of these Series F Preferred Stock Purchase Agreements, funding of the tranche shares 3 and 4 occurred concurrent with the closing of the Business Combination. Upon funding and issuance of the 7,115,335 shares of Legacy QuantumScape Series F Preferred Stock, the convertible preferred stock tranche liability associated with tranche shares 3 and 4 was settled and the fair value of the tranche liability was recorded as redeemable convertible preferred stock. The Company remeasured all tranche share liabilities as of closing date of the Business Combination based on the closing market price of Kensington immediately prior to the Business Combination. The fair value of the Series F convertible preferred stock tranche liabilities was calculated based on the traded stock price of Kensington at November 25, 2020 of $ 23.50 , adjusted for the Exchange Ratio, less the Series F exercise price of $ 26.42 . The following table presents the reconciliation of the Series F convertible preferred tranche liabilities measured and recorded at fair value on a recurring basis using the significant unobservable inputs described above (amounts in thousands): Fair Value Balance as of December 31, 2019 $ — Issuance and re-measurement loss recorded in other expense 999,865 Issuance of Legacy QuantumScape Series F Preferred Stock - tranche shares 3 and 4 ( 484,471 ) Reclassification to additional paid-in capital upon Closing of the Business Combination - tranche shares 1 and 2 ( 515,394 ) Balance as of December 31, 2020 $ — |