QUANTUMSCAPE CORPORATION Item 1.01 Entry into a Material Definitive Agreement.
Stockholder Lock-Up Agreements
In connection with the transactions contemplated by the Business Combination
Agreement (the "Transactions"), on
The foregoing description of the lock-up agreement is qualified in its entirety by the full text of the form of lock-up agreement, a copy of which is attached hereto as Exhibit 10.3 and incorporated herein by reference.
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Indemnification Agreements
In connection with the Transactions, on
The foregoing description of the indemnification agreements is qualified in its entirety by the full text of the form of indemnification agreement, which is attached hereto as Exhibit 10.7 and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosure set forth in the "Introductory Note" above is incorporated by reference into this Item 2.01.
At a special meeting of the Company's stockholders held on
Immediately after giving effect to the completion of the Business Combination and the issuance of the PIPE Shares, there were outstanding:
• approximately 189,469,223 shares of Class A Common Stock;
• approximately 158,271,287 shares of Class B Common Stock;
• approximately 18,149,989 warrants, each exercisable for one share
of Class A Common Stock at a price of $11.50 per share;
• approximately 521,693 warrants, each exercisable for one share of
Class A Common Stock at a price of $2.5877 per share; and
• approximately 501,047 warrants, each exercisable for one share of
Class B Common Stock at a price of $0.5473 per share.
The material terms and conditions of the Business Combination Agreement are described in the section " The Business Combination Agreement " beginning on page 107 of the Proxy Statement, which are incorporated herein by reference.
FORM 10 INFORMATION
Cautionary Note Regarding Forward-Looking Statements
The Company makes forward-looking statements in this Current Report on Form 8-K and in documents incorporated herein by reference. All statements, other than statements of present or historical fact included in or incorporated by reference in this Current Report on Form 8-K, regarding the Company's future financial performance, as well as the Company's strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Current Report on Form 8-K, the words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "will," "would" the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. 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. The Company cautions you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company, incident to its business.
These forward-looking statements are based on information available as of the date of this Current Report on Form 8-K, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements in this Current Report on Form 8-K and in any document incorporated herein
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On the Closing Date, all of KCAC's outstanding units separated into their
component parts of one share of Class A Common Stock and one half of one warrant
to purchase one share of Class A Common Stock at a price of
Item 3.02 Unregistered Sales of
The disclosure set forth in the "Introductory Note" above is incorporated by reference into this Item 3.02.
Working Capital Warrants
On
Issuance and Sale of Class A Common Stock to VGA
In connection with the Transactions and pursuant to that certain Series F
Preferred Stock Purchase Agreement (the "Purchase Agreement") dated
The foregoing description of the Purchase Agreement and Amendment does not purport to be complete and is qualified in its entirety by the terms of the Purchase Agreement and Amendment, copies of which are attached hereto as Exhibits 10.27 and 10.28, respectively, and incorporated herein by reference.
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The PIPE Shares, the Working Capital Warrants and the VGA shares have not been registered under the Securities Act of 1933 in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Item 3.03 Material Modification to Rights of Security Holders.
On the Closing Date, in connection with the consummation of the Business Combination, the Company's certificate of incorporation and bylaws were amended and restated (as amended, the "Amended and Restated Certificate of Incorporation" and the "Amended and Restated Bylaws," respectively). Pursuant to the Company's Amended and Restated Certificate of Incorporation, there are 1,000,000,000 shares of Class A Common Stock, 250,000,000 shares of Class B Common Stock and 100,000,000 shares of Preferred Stock authorized. The disclosure set forth in the sections titled " Description of Kensington's Securities " beginning on page 230 of the Proxy Statement is incorporated herein by reference.
The foregoing description of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by the terms of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, which are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.
Item 5.01 Changes in Control of the Registrant.
The information set forth in the section entitled "Introductory Note" and in the section entitled "Security Ownership of Certain Beneficial Owners and Management" in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. The information set forth under in the sections titled " Proposal No. 1-The Business Combination Proposal " beginning on page 93 of the Proxy Statement and " The Business Combination Agreement " beginning on page 107 of the Proxy Statement and "Introductory Note" and Item 2.01 in this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth in the sections entitled "Directors and Executive Officers" and "Certain Relationships and Related Transactions" in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
As previously disclosed at the Special Meeting, the stockholders of the Company
considered and approved the 2020 Equity Incentive Plan (the "2020 Plan"). The
2020 Plan was approved, subject to stockholder approval, by the Board on
A description of the 2020 Plan is included in the Proxy Statement in the section entitled " Proposal No. 7-The Equity Incentive Plan Proposal " beginning on page 139 of the Proxy Statement, which is incorporated herein by reference. The foregoing description of the 2020 Plan is qualified in its entirety by the full text of the 2020 Plan, which is attached hereto as Exhibit 10.8 and incorporated herein by reference.
As previously disclosed at the Special Meeting, the stockholders of the Company
considered and approved the
A description of the 2020 ESPP is included in the Proxy Statement in the section entitled " Proposal No. 9-The Employee Stock Purchase Plan Proposal " beginning on page 149 of the Proxy Statement, which is incorporated herein by reference. The foregoing description of the 2020 ESPP is qualified in its entirety by the full text of the 2020 ESPP, which is attached hereto as Exhibit 10.12 and incorporated herein by reference.
Item 5.06 Change in Shell Company Status.
As a result of the Merger, which fulfilled the definition of a business combination as required by the Amended and Restated Certificate of Incorporation of the Company, as in effect immediately prior to the Closing, the Company ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing. A description of the Business Combination and the terms of the Business Combination Agreement are included in the Proxy Statement in the sections entitled " The Business Combination " beginning on page 93, " The Business Combination Agreement " beginning on page 107 of the Proxy Statement and in the information set forth under "Introductory Note" and in the information set forth under Item 2.01 in this Current Report on Form 8-K, which are incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements
The unaudited financial statements of the Company as of and for the three months
ended
(b) Financial Statements of Businesses Acquired.
The audited consolidated financial statements of Legacy QuantumScape as of and
for the years ended
The unaudited consolidated financial statements of Legacy QuantumScape as of and
for the nine months ended
(c) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial information of the Company
as of and for the six months ended
The unaudited pro forma condensed combined financial information of the Company
as of and for the nine months ended
(d) Exhibits. Exhibit No. Description 2.1+ Business Combination Agreement, dated as ofSeptember 2, 2020 , by and amongKensington Capital Acquisition Corp. ,Kensington Capital Merger Sub Corp. andQuantumScape Corporation (incorporated by reference from Annex A to the Company's proxy statement/prospectus/information statement filed with theSEC onNovember 12, 2020 ). 2.2+ Amendment No. 1 to Business Combination Agreement, dated as ofSeptember 21, 2020 , by and amongKensington Capital Acquisition Corp. ,Kensington Capital Merger Sub Corp. andQuantumScape Corporation (incorporated by reference from Annex A to the Company's proxy statement/prospectus/information statement filed with theSEC onNovember 12, 2020 ). 3.1 Amended and Restated Certificate of Incorporation of the Company. 3.2 Amended and Restated Bylaws of the Company. 4.1 Specimen Common Stock Certificate. 4.3+ Warrant Agreement, datedJune 25, 2020 , by and between the Registrant andContinental Stock Transfer &Trust Company . (1) 10.1+ Registration Rights and Lock-up Agreement, dated as ofSeptember 2, 2020 , by and amongKensington Capital Acquisition Corp. and the persons named therein. (2) 10.2+ Form of Senior Employee Lock-Up Agreement. (2) 10.3 Form of Lock-Up Agreement. 10.4+ Form of Subscription Agreement. (2) 10.5+ Stockholder Support Agreement, dated as ofSeptember 2, 2020 , by and betweenKensington Capital Acquisition Corp. andVolkswagen Group of America Investments, LLC . (2) 10.6+ Stockholder Support Agreement, dated as ofSeptember 2, 2020 , by and amongKensington Capital Acquisition Corp. and the persons named therein. (2) 10.7# Form of Indemnification Agreement by and between the Company and its directors and officers. 21
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10.8#QuantumScape Corporation 2020 Equity Incentive Plan. 10.9#QuantumScape Corporation 2020 Equity Incentive Plan - Form of Stock Option Agreement. 10.10#QuantumScape Corporation 2020 Equity Incentive Plan - Form of Restricted Stock Unit Agreement. 10.11#QuantumScape Corporation 2020 Equity Incentive Plan - Form of Restricted Stock Agreement. 10.12#QuantumScape Corporation 2020 Employee Stock Purchase Plan. 10.13+ First Letter Agreement, dated as ofSeptember 2, 2020 , by and amongKensington Capital Acquisition Corp. ,QuantumScape Corporation , andVolkswagen Group of America Investments, LLC . (2) 10.14+ Second Letter Agreement, dated as ofSeptember 2, 2020 , by and amongKensington Capital Acquisition Corp. ,QuantumScape Corporation , andVolkswagen Group of America Investments, LLC . (2) 10.15+ Third Letter Agreement, dated as ofSeptember 2, 2020 , by and amongKensington Capital Acquisition Corp. ,QuantumScape Corporation , andVolkswagen Group of America Investments, LLC . (2) 10.16+ Services Agreement, dated as ofSeptember 1, 2020 , by and betweenKensington Capital Acquisition Corp. andDEHC LLC . (2) 10.17+ Services Agreement, dated as ofSeptember 1, 2020 , by and betweenKensington Capital Acquisition Corp. andSimon Boag . (2) 10.18+#Offer Letter fromQuantumScape Corporation toKevin Hettrich , datedOctober 11, 2011 . (3) 10.19+#Offer Letter fromQuantumScape Corporation toHoward Lukens , datedFebruary 13, 2012 . (3) 10.20+#Offer Letter fromQuantumScape Corporation toMichael McCarthy , datedDecember 21, 2012 . (3) 10.21+#Offer Letter fromQuantumScape Corporation toMohit Singh , datedApril 3, 2013 . (3) 10.22+ Lease, datedMay 31, 2013 , by and between SI 55, LLC andQuantumScape Corporation . (3) 10.23+ Amendment to Lease, datedMay 19, 2014 , by and between SI 55, LLC andQuantumScape Corporation . (3) 10.24+* Amended and Restated Limited Liability Company Agreement of QSVOperations LLC , datedMay 14, 2020 , by and betweenQuantumScape Corporation andVolkswagen Group of America Investments, LLC . (3) 10.25+* Amended and Restated Joint Venture Agreement, datedMay 14, 2020 , by and amongQuantumScape Corporation and the persons named therein. (3) 10.26+ First Amendment to Amended and Restated Joint Venture Agreement, datedSeptember 21, 2020 , by and amongQuantumScape Corporation and the persons named therein. (3) 10.27+* Series F Preferred Stock Purchase Agreement, datedMay 14, 2020 , by and betweenQuantumScape Corporation andVolkswagen Group of America Investments, LLC . (3) 10.28+ Amendment No. 1 to Series F Preferred Stock Purchase Agreement, datedSeptember 3, 2020 , by and amongKensington Capital Acquisition Corp. ,QuantumScape Corporation andVolkswagen Group of America Investments, LLC . (3) 99.1 Unaudited consolidated financial statements of Legacy QuantumScape as of and for the nine months endedSeptember 30, 2020 and 2019. 99.2 Unaudited pro forma condensed consolidated combined financial information of the Company as of and for the nine months endedSeptember 30, 2020 .
# Indicates management contract or compensatory plan or arrangement.
+ Previously filed.
* Portions of this exhibit have been omitted in accordance with Item 601 of
Regulation S-K.
(1) Incorporated by reference to an exhibit to the Company's Current Report on
Form 8-K filed with the
(2) Incorporated by reference to an exhibit to the Company's Current Report on
Form 8-K filed with the
(3) Incorporated by reference to an exhibit to the Company's proxy
statement/prospectus/information statement filed with the SEC on November 12,
2020 .
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