United States securities and exchange commission logo
November 6, 2020
Justin Mirro
Chief Executive Officer
Kensington Capital Acquisition Corp.
1400 Old Country Road, Suite 301
Westbury, New York 11590
Re: Kensington Capital
Acquisition Corp.
Amendment No. 1 to
Registration Statement on Form S-4
Filed October 23,
2020
File No. 333-248930
Dear Mr. Mirro:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
October 19, 2020 letter.
Form S-4/A filed on 10/23/2020
Ownership of New QuantumScape After the Closing, page 32
1. We note your response
to comment 13 and reissue our comment. Disclosure provided
states that current
holders of QuantumScape will receive 140,130,613 shares of New
QuantumScape Class A
Common Stock and 157,511,179 shares of New QuantumScape
Class B Common Stock,
far below the number of shares being registered. Please revise
your assumptions here
to account for the remaining shares to be issued in the future.
Please clarify the
number of Class A Common Stock and Class B Common Stock that are
issuable, or subject to
options or other equity-based awards that are to be assumed. Please
also disclose the
ownership percentage and voting percentage of the public shareholders
assuming these shares
are issued. Please consider updating your related risk factor and the
Justin Mirro
Kensington Capital Acquisition Corp.
November 6, 2020
Page 2
fee table.
We may issue additional common stock or preferred stock to complete , page 65
2. We note your disclosure that the Existing Certificate of Incorporation
authorizes the
issuance of up to 100,000,000 shares of Kensington Class A Common
Stock, 10,000,000
shares of Kensington Class B Common Stock and 1,000,000 shares of
preferred stock.
Please revise to reflect the number of securities that will be
authorized under the amended
and restated certificate of incorporation. Please clearly disclose
that future issuance of
Class B Common Stock will be dilutive to shareholders.
Certain QuantumScape Projected Financial Information, page 99
3. Please ensure that all graphs and charts are legible.
Certain U.S. Federal Income Tax Consequences , page 124
4. We note that you intend for the transaction to qualify as a
reorganization under Section
368 of the Code, please revise your disclosures here to more clearly
state counsel's tax
opinion on whether the transaction will qualify as a reorganization.
Also, state in your
disclosure here that the discussion is the opinion of tax counsel.
Whenever there is
significant doubt about the tax consequences of the transaction, it is
permissible for the tax
opinion to use should rather than will, but counsel
providing the opinion must explain
why it cannot give a will opinion and describe the degree of
uncertainty in the opinion.
Please also include appropriate risk factor disclosure. Please refer
to Sections III.B and C
of Staff Legal Bulletin 19.
Kensington Capital Acquisition Corp
Notes to Unaudited Condensed Financial Statements
Note 8-Subsequent Events, page F-80
5. Please revise your disclosures relating to the October 2, 2020
putative class action lawsuit
to indicate the damages or remedies sought by the plaintiffs,
including the amount of any
money damages, attorney and expert fees, and other expenses sought, in
order to assist
investors to better understand the company's exposure. To the extent
possible, disclose
an estimate of the range of loss, or include a statement that such an
estimate cannot be
made. Refer to ASC 450-20-50-9 and PCAOB Auditing Standard 4101 (AU
711).
Exhibit 5.1,LastNameJustin
FirstName page II-3 Mirro
Comapany
6. NameKensington
Please Capital
have counsel revise Acquisition
its opinion Corp.
to refer to the number of Class A
Common Stock
and 6,
November Class
2020B Page
Common
2 Stock being registered.
FirstName LastName
Justin Mirro
FirstName
KensingtonLastNameJustin Mirro
Capital Acquisition Corp.
Comapany 6,
November NameKensington
2020 Capital Acquisition Corp.
November
Page 3 6, 2020 Page 3
FirstName LastName
You may contact Effie Simpson, Staff Accountant, at (202) 551-3346 or
Martin James,
Senior Advisor, at (202) 551-3671 if you have questions regarding comments on
the financial
statements and related matters. Please contact Sergio Chinos, Staff Attorney,
at (202) 551-
7844 or Asia Timmons-Pierce, Special Counsel, at (202) 551-3754 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Charles A. Samuelson