Item 1.01. Entry into a Material Definitive Agreement
On May 13, 2021, QuantumScape Battery, Inc. (“QS Sub”), a wholly-owned subsidiary of QuantumScape Corporation (the “Company”), entered into a letter agreement with Volkswagen Group of America, Inc. (“VWGoA”), Volkswagen Group of America Investments, LLC, an affiliate of VWGoA (“VW Member”), and QSV Operations LLC, the joint venture entity between QS Sub and VW Member (the “JV Entity”, and together with QS Sub, VWGoA and VW Member, the “Parties”). The letter agreement amends the Amended and Restated Joint Venture Agreement, dated May 14, 2020, and as amended by the First Amendment to Amended and Restated Joint Venture Agreement, dated September 21, 2020, by and among the Parties (the “JV Agreement”).
Under the letter agreement, the Parties agreed to finalize the location of their joint venture solid-state battery pilot-line facility (“QS-1”) by December 31, 2021. The Parties currently contemplate Salzgitter, Germany as the location, but the final determination of the location of QS-1 shall be made by VWGoA in its sole discretion no later than December 31, 2021 based on an analysis by VWGoA of operational costs, government incentives and other relevant considerations. The Parties intend to expand the production capacity of QS-1, initially planned for 1 gigawatt-hour (GWh), by a further 20 GWh at the same location. The Parties further agreed to consider at a future date whether to increase the initial capacity size of QS-1.
The foregoing description of the terms of the letter agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the letter agreement attached hereto as Exhibit 10.1.
Item 7.01 Regulation FD Disclosures
On May 14, 2021, the Company issued a press release relating to the letter agreement. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K (the “Report”) and incorporated herein by reference.
Forward-Looking Statements
The information in this Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this Report, including, without limitation, regarding the development, timeline and performance of the Company’s products and technology are forward-looking statements.
These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results, including but not limited to the Company’s ability to finalize the location of QS-1 and achievement of expanded production capacity of QS-1. Additional information about factors that could materially affect the Company is set forth under the “Risk Factors” section in the Company’s Annual Report on Form 10-K/A filed with the Securities and Exchange Commission (the “SEC”) on May 7, 2021 and available on the SEC’s website at www.sec.gov.
These forward-looking statements are based on information available as of the date of this Report, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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