Item 7.01 Regulation FD
On April 6, 2022, QuantumScape Corporation (“QuantumScape”) filed with the Securities and Exchange Commission (the “SEC”):
| | • | | an amendment (the “10-K Amendment”) to its annual report filed on Form 10-K for the fiscal year ended December 31, 2021, which was originally filed on February 28, 2022 (the “Original 10-K Filing”), |
| | • | | a post-effective amendment No. 5 to Form S-1 on Form S-3 (the “POSAM No. 5”), further amending its registration statement on Form S-1 originally filed with the SEC on December 17, 2020 (the “Initial Registration Statement”) and as subsequently amended from time to time, including post-effective amendment No. 4 filed on February 11, 2022 (the “POSAM No. 4”), and |
| | • | | an amendment (the “S-3 Amendment”) to its registration statement on Form S-3, originally filed on February 11, 2022 (the “S-3 Registration Statement” and, together with the POSAM No. 4, the “Registration Statements”). |
As disclosed in the Original 10-K Filing, the 10-K Amendment is being filed for the primary purpose of amending Part III, Items 10, 11, 12, 13 and 14 of the Original 10-K Filing to include disclosures on corporate governance, executive compensation, related party transactions, and other topics. Financial statements included in the Original 10-K Filing remain unchanged.
The Registration Statements were filed with the SEC on February 11, 2022 but have not yet been declared effective by the SEC. The POSAM No. 5 and S-3 Amendment amend the Registration Statements to incorporate the 10-K Amendment. As previously stated in QuantumScape’s Current Report on Form 8-K filed on February 11, 2022 8-K, these Registration Statements cover shares that were previously issued by QuantumScape before May 2021. No new shares will be issued nor will there be a change in the number of issuable shares as a result of these filings.
When declared effective by the SEC, the Registration Statements, as amended by the POSAM No. 5 and S-3 Amendment, will provide the stockholders named therein with the ability to resell registered securities from time to time in accordance with the Registration Statements, as amended, and applicable law; however, these filings do not necessarily mean that such holders have any specific or immediate plans to sell their securities.
Shares of the securities may not be sold nor may offers to buy be accepted prior to the time that the Registration Statements, as amended, become effective. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such state.
The information furnished in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
Forward-Looking Statements
Certain information in this Current Report on Form 8-K may be considered “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, statements regarding the Company’s expectations regarding future resales of its capital stock by the selling securityholders described herein. These forward-looking statements are based on management’s current expectations, assumptions, hopes, beliefs, intentions and strategies regarding future events and are based on currently available information as to the outcome and timing of future events. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Factors that may cause such differences include, but are not limited to changes in market conditions, decisions made by third parties outside of the Company’s control, and those
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