Item 1.01. Entry into a Material Definitive Agreement




On March 30, 2021, QuantumScape Corporation (the "Company"), QuantumScape
Battery, Inc. (f/k/a QuantumScape Subsidiary, Inc.) ("Subsidiary"), and
Volkswagen Group of America Investments, LLC ("VWGoAI") entered into a Series F
Closing Agreement (the "Series F Closing Agreement") for the Company to issue to
VWGoAI 15,221,334 shares of Class A Common Stock of the Company (the "Shares")
for an aggregate purchase price of approximately $100 million as a result of the
Company's achievement of a specified technical milestone. The issuance of the
Shares will be the second and final closing pursuant to the Series F Agreements
(as defined below) that provided for a total $200 million investment by VWGoAI
in the Company. The Company previously issued 15,221,334 shares of Class A
Common Stock to VWGoAI on December 1, 2020 for an aggregate purchase price of
approximately $100 million in connection with the first closing as reported on
the Company's Current Report on Form 8-K as filed on December 2, 2020.

Pursuant to the Series F Closing Agreement the parties agreed, among other
things, that (i) other than the expiration or early termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act ("HSR"), the
Company had fulfilled all of the closing conditions to the Second Closing (as
defined therein), including the achievement of the specified technical
milestone, and (ii) the parties would hold the Second Closing on the fifth (5th)
business day following the date of expiration or early termination of the HSR
waiting period or receipt of any clearance under applicable antitrust laws.

The foregoing description of the material terms of the Series F Closing
Agreement and the issuance of the Shares does not purport to be complete and is
qualified in its entirety by reference to the full text of the (i) Series F
Closing Agreement, (ii) the Series F Preferred Stock Purchase Agreement, dated
May 14, 2020, by and between the Company and VWGoAI (the "Purchase Agreement"),
and (iii) the Amendment No. 1 to Series F Preferred Stock Purchase Agreement,
dated September 3, 2020, by and among the Company, Subsidiary, and VWGoAI (the
"Amendment", and together with the Series F Closing Agreement and the Purchase
Agreement, the "Series F Agreements").

A copy of the Series F Closing Agreement is filed as Exhibit 1.1 to this Current
Report on Form 8-Kand is incorporated herein by reference. Copies of the
Purchase Agreement and Amendment were filed as Exhibit 10.28 and Exhibit 10.29,
respectively, to the Company's Annual Report on Form 10-K filed on February 23,
2021.


Item 8.01 Other Events


On March 31, 2021, the Company issued a press release relating to the second
closing. A copy of the press release is filed as Exhibit 99.1 to this Current
Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits






  (d) Exhibits




Exhibit                                                                  Incorporated by Reference
Number                         Description                        Form   File No.   Exhibit   Filing Date

 1.1         Series F Closing Agreement, dated March 30, 2021,
           by and among the Company, Subsidiary and VWGoAI

99.1         Press Release of the Company dated March 31, 2021





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