false000181141400018114142023-02-272023-02-27

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 27, 2023

 

 

QuantumScape Corporation

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-39345

85-0796578

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

1730 Technology Drive

 

San Jose, California

 

95110

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 408 452-2000

 

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

 

QS

 

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

Item 8.01 Other Events.

As previously disclosed, on February 9, 2023, QuantumScape Corporation (the “Company”) filed a petition in the Delaware Court of Chancery (the “Court of Chancery”) pursuant to Section 205 of the Delaware General Corporation Law (the “Petition”) seeking to validate and declare effective the filing and effectiveness of the provisions of the Amended and Restated Certificate of Incorporation of the Company currently in effect (the “Charter”) and the shares of the Company’s Class A common stock, par value $0.0001, and other securities issued in reliance on the validity of such Charter.

 

On February 27, 2023, the Court of Chancery held a hearing on the Petition and issued a final order granting the Petition, thereby validating and declaring effective (1) the November 25, 2020 stockholder vote approving the Charter, (2) the Charter, (3) all shares of capital stock of the Company issued or to be issued in reliance on the validity of the Charter, and (4) all other corporate actions and transactions taken in reliance on the validity of the Charter. A copy of the Court’s order is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

 

 

Exhibit No.

 

Description of Exhibit

99.1

 

Order entered by the Delaware Court of Chancery on February 27, 2023.

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

QuantumScape Corporation

 

 

 

 

Date:

February 28, 2023

By:

/s/ Michael McCarthy

 

 

 

Name: Michael McCarthy
Title: Chief Legal Officer and Head of Corporate Development

 

Exhibit 99.1

EFiled: Feb 27 2023 10:36AM EST

Transaction ID 69224139 Case No. 2023-0157-LWW

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

 

In re QUANTUMSCAPE CORP.

)

)

C.A. No. 2023-0157-LWW

ORDER GRANTING PETITION FOR RELIEF PURSUANT TO 8 DEL. C. § 205

WHEREAS, on November 25, 2020, QuantumScape Corp. (“QuantumScape” or the “Company”) filed its Amended and Restated Certificate of Incorporation (the “Charter”) with the Delaware Secretary of State;

WHEREAS, in reliance on the validity and effectiveness of the Charter, QuantumScape has issued shares of its capital stock and other securities, and taken other actions, from time to time on or after November 25, 2020 and through the date of this order;

WHEREAS, on February 9, 2023 QuantumScape filed with this Court a Verified Petition for Relief under 8 Del. C. § 205 seeking validation of the Charter and the securities issued in reliance thereon (the “Petition”); and

WHEREAS, the Court has considered the factors in 8 Del. C. § 205(d) and finds good cause to grant the Petition;

IT IS HEREBY ORDERED, this 27th day of February, 2023, that under 8 Del. C. § 205 for the reasons set forth in the Court’s bench ruling that:

1.
The November 25, 2020 stockholder vote approving the Charter is hereby validated and declared effective.

 

Exhibit 99.1

2.
The Charter, including the filing and effectiveness thereof, is hereby validated and declared effective.
3.
The Company’s securities (and the issuance of the securities) described herein or in the Petition, whether already issued or to be issued pursuant to authorization under the Charter, are hereby validated and declared duly authorized.
4.
This Order validates these corporate acts taken, notwithstanding any failures of authorization or potential failures of authorization described in, or resulting from the matters described in, the Petition.
5.
The action is hereby closed.

 

 

 

/s/ Lori W. Will

Vice Chancellor Will

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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