April 7, 2022
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing
100 F Street, N.E.
Washington, D.C. 20549-3720
Attention: Erin Donahue, Jay Ingram
| Re: | QuantumScape Corporation |
Post-Effective Amendment No. 5 to Form S-1 on Form S-3 Registration Statement
Filed April 6, 2022
File No. 333-251433
Amendment No. 1 to Form S-3 Registration Statement
Filed April 6, 2022
File No. 333-262659
Acceleration Request
Requested Date: April 11, 2022
Requested Time: 4:30 P.M. Eastern Time
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, QuantumScape Corporation (the “Company”) hereby requests that the above-referenced Registration Statements be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statements have been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Michael J. Danaher at (650) 320-4625.
| Sincerely, |
| QUANTUMSCAPE CORPORATION |
| /s/ Kevin Hettrich |
| Kevin Hettrich |
| Chief Financial Officer |
| cc: | Jagdeep Singh |
Michael McCarthy
QuantumScape Corporation
Michael J. Danaher
Mark B. Baudler
Wilson Sonsini Goodrich & Rosati, P.C.
