Item 1.01. Entry into a Material Definitive Agreement
Effective as of June 22, 2021, QuantumScape Battery, Inc. (the “Company”), a wholly-owned subsidiary of QuantumScape Corporation (“Parent”), entered into a Second Amendment to Lease (the “Second Amendment”) amending that certain Lease Agreement dated as of May 31, 2013 between the Company and SI 55, LLC, a California limited liability company, as amended by that certain Amendment of Lease dated May 19, 2014 (as amended, the “Lease”) with respect to the Company’s and Parent’s corporate headquarters consisting of approximately 87,125 rentable square feet of space located at 1730 Technology Drive, San Jose, CA 95110 (the “Property”).
Pursuant to the Second Amendment, the Company extended the term of the Lease for an additional period commencing on February 1, 2023 and ending on September 30, 2032 (the “Extended Term”). Base monthly rent shall be abated for the first seven (7) months of the Extended Term, and, commencing on September 1, 2023 (the “Rent Commencement Date”), the Company will pay base monthly rent in the amount of $204,743.75, which base monthly rent will increase annually by three percent (3%) during the Extended Term on each anniversary of the Rent Commencement Date. Pursuant to the Second Amendment, the Company will retain its existing option to extend the term of the Lease for an additional sixty (60) month period following the expiration of the Extended Term at ninety-five percent (95%) of the then fair market rent for the Property and otherwise pursuant to the terms and conditions of the Lease.
Pursuant to the terms and conditions of the Second Amendment, Parent agreed to guaranty the obligations of the Company under the Lease, as amended by the Second Amendment, pursuant to that certain Guaranty of Lease effective as of as of June 22, 2021 (the “Guaranty”).
The foregoing description of the terms of the Second Amendment and Guaranty does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment and Guaranty, which are attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K, and which are incorporated herein in their entirety by reference.
The representations, warranties and covenants contained in the Second Amendment and Guaranty were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to the agreements, and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Second Amendment and Guaranty are incorporated herein by reference only to provide investors with information regarding the terms of the Second Amendment and Guaranty, and not to provide investors with any other factual information regarding the Company or Parent, and should be read in conjunction with the disclosures in the Parent’s periodic reports and other filings with the Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
2
