Fair Value Measurement | 6. 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, 2020 Level 1 Level 2 Level 3 Total Assets included in: Money market fund ( 1) $ 12,235 $ — $ — $ 12,235 Marketable securities ( 2) — 977,326 — 977,326 Total fair value $ 12,235 $ 977,326 $ — $ 989,561 Liabilities included in: Assumed common stock warrants (Public) (Restated) $ 436,999 $ — $ — $ 436,999 Assumed common stock warrants (Private Placement) (Restated) — 252,700 — 252,700 Total fair value (Restated) $ 436,999 $ 252,700 $ — $ 689,699 Fair Value Measured as of December 31, 2019 Level 1 Level 2 Level 3 Total Assets included in: Money market fund ( 1) $ 5,163 $ — $ — $ 5,163 Marketable securities ( 2) — 120,599 — 120,599 Total fair value $ 5,163 $ 120,599 $ — $ 125,762 Liabilities included in: Convertible preferred stock warrant liabilities $ — $ — $ 1,860 $ 1,860 Total fair value $ — $ — $ 1,860 $ 1,860 (1) Money market funds are included in Cash and cash equivalents on the Consolidated Balance Sheet. (2) Marketable securities with original maturities of three months or less, in the amount of $105.2 million and $18.7 million, are included in Cash and cash equivalents on the Consolidated Balance Sheet as of December 31, 2020 and December 31, 2019, respectively The Company performs routine procedures such as comparing prices obtained from independent source to ensure that appropriate fair values are recorded. Because the transfer of Private Placement Warrants to anyone outside of a small group of individuals constituting the sponsors of Kensington would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is consistent with that of a Public Warrant. Accordingly, the Private Placement Warrants are classified as Level 2 financial instruments. As of December 31, 2019 and 2020, 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, 2020. The fair value as of December 31, 2020 and 2019, are as follows (amounts in thousands): December 31, 2020 Amortized Cost Unrealized Gain Unrealized Loss Fair Value Level 1 securities Money market fund $ 12,235 $ — $ — $ 12,235 Level 2 securities US government securities 977,357 24 (55 ) 977,326 Total $ 989,592 $ 24 $ (55 ) $ 989,561 December 31, 2019 Amortized Cost Unrealized Gain Unrealized Loss Fair Value Level 1 securities Money market fund $ 5,163 $ — $ — $ 5,163 Level 2 securities Repurchase agreement 13,500 — — 13,500 US government securities 107,009 90 — 107,099 Total Level 2 securities 120,509 90 — 120,599 Total $ 125,672 $ 90 $ — $ 125,762 Any realized gains and losses and interest income are included in interest income. We regularly review our 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 aggregate fair value of the 12 marketable securities in unrealized loss position was $419.2 million as of December 31, 2020, none of which have been in the continuous unrealized loss for more than twelve months. The unrealized losses were attributable to changes in interest rates that impacted the value of the investments, and not increased credit risk. Accordingly, we have not recorded 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, 2020, are as follows (amounts in thousands): December 31, 2020 Amortized Cost Fair Value Due within one year $ 895,867 $ 895,830 Due after one year and through five years 93,725 93,731 Total $ 989,592 $ 989,561 Preferred Stock Warrants In 2011 through 2013, in connection with an equipment and loan security agreement with TriplePoint Capital, the Company issued warrants to purchase 124,586 shares of Legacy QuantumScape Series A convertible preferred stock at $2.20131 per share (“the TPC1 warrants”). The TPC1 warrants were set to expire at the later of 7 years from effective date or five years after an initial public offering or acquisition. In January 2015, the Company entered into another equipment loan and security agreement with TriplePoint Capital. In connection with the borrowing of funds per the agreement, the Company issued warrants to purchase 129,718 shares of Legacy QuantumScape Series C convertible preferred stock at $10.40717 per share (“TPC2 warrants”). The TPC2 warrants were set to expire at the later of 2022 or five years after an initial public offering or acquisition. In connection with the Business Combination, each outstanding and unexercised warrant (“Legacy QuantumScape Warrant”) to purchase shares of Legacy QuantumScape capital stock was automatically converted into a warrant to purchase a number of shares of the applicable class of Common Stock (such warrant, the “Exchanged Warrant”) equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Legacy QuantumScape common stock subject to such Legacy QuantumScape Warrant immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Legacy QuantumScape Warrant immediately prior to the Effective Time divided by (B) the Exchange Ratio. Accordingly, upon the closing of the Business Combination, the TPC1 warrants became warrants to purchase 501,047 shares of the Company’s Class A Common Stock at $0.5473 per share and the TPC2 warrants became warrants to purchase 521,693 shares of the Company’s Class A Common Stock at $2.5877 per share with an estimated fair value of $22.6 million. Upon the closing the Business Combination and conversion to warrants for the purchase if Class A Common Stock, the fair value of the TPC1 and TPC2 warrants were determined using the OPM with the following assumptions: At Conversion TPC1 Warrants TPC2 Warrants Option term (in years) 5 5 Volatility 70.0 % 70.0 % Risk-free interest rate 0.39 % 0.39 % Expected dividends — — Discount for lack of marketability — — In December 2020, all outstanding TPC1 and TPC2 warrants were net exercised in exchange for 998,460 shares of Class A Common Stock. As of December 31, 2019, the fair value of the TPC1 and TPC2 warrants were re-measured using the OPM with the following assumptions: As of December 31, 2019 TPC1 Warrants TPC2 Warrants Option term (in years) 5 5 Volatility 58.5 % 45.0 % Risk-free interest rate 1.69 % 1.69 % Expected dividends — — Discount for lack of marketability 35.0 % 35.0 % The 5-year term was derived based on the Company’s estimation of the timing of the exercise of the warrants. Significant changes in the option term and volatility would result in a significantly higher or lower fair value measurement, respectively. As of December 31, 2019, the fair value of the TPC warrants were reported on the Company’s balance sheets as a long-term liability. The following table presents the reconciliation of the TPC warrants measured and recorded at fair value on a recurring basis using the significant unobservable inputs described above (amounts in thousands): TPC1 Warrants TPC2 Warrants Fair Value Balance at December 31, 2018 $ 984 $ 782 $ 1,766 Re-measurement loss included in interest expense 52 42 94 Balance at December 31, 2019 1,036 824 1,860 Re-measurement loss included in interest expense 10,475 10,290 20,765 Reclassification to additional paid-in capital upon recapitalization (11,511 ) (11,114 ) (22,625 ) Balance at December 31, 2020 $ — $ — $ — 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 Legacy QuantumScape’s Series F convertible preferred stock tranches 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 at 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 at December 31, 2020 $ — |