As filed with the Securities and Exchange Commission on February 28, 2023

Registration No. 333-

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

Quantumscape Corporation

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

85-0796578

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

1730 Technology Drive
San Jose, California 95110

(Address of Principal Executive Offices, including zip code)

 

2020 Equity Incentive Plan
2020 Employee Stock Purchase Plan

(Full title of the plan)

 

Jagdeep Singh
Chief Executive Officer
1730 Technology Drive
San Jose, California 95110
(408) 452-2000

(Name, address and telephone number, including area code, of agent for service)

Copies to:

Michael J. Danaher
Mark B. Baudler

Wilson Sonsini Goodrich & Rosati, P.C.

650 Page Mill Road

Palo Alto, California 94304

(650) 493-9300

 

Jagdeep Singh

Chief Executive Officer

1730 Technology Drive

San Jose, California 95110

(408) 452-2000

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

 

☒

 

Accelerated filer

 

☐

 

 

 

 

Non-accelerated filer

 

☐

 

Smaller reporting company

 

☐

 

 

 

 

 

 

 

 

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 7(a)(2)(B) of the Securities Act. ☐

 

EXPLANATORY STATEMENT

QuantumScape Corporation (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “SEC”) to register additional shares of Class A Common Stock (as defined below) that have been added to Registrant’s equity plans in accordance with the “evergreen” adjustment provisions of such plans that allow for an automatic annual increase in the number of shares subject thereto and as further described below.

The number of the Registrant’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), available for grant and issuance under the 2020 Equity Incentive Plan (the “2020 Plan”) is subject to an annual increase on the first day of each fiscal year beginning with fiscal year 2022, in an amount equal to the least of (i) 41,500,000 shares, (ii) five percent (5%) of the outstanding shares of all classes of the Registrant’s common stock on the last day of the immediately preceding fiscal year or (iii) such number of shares determined by the 2020 Plan administrator. The number of shares of Class A Common Stock available for issuance under the 2020 Employee Stock Purchase Plan (the “ESPP”) is subject to annual increase on the first day of each fiscal year beginning with fiscal year 2022 equal to the least of (i) 7,600,000 shares, (ii) one percent (1%) of the outstanding shares of all classes of common stock on the last day of the immediately preceding fiscal year or (iii) such number of shares determined by the ESPP administrator.

On January 1, 2022, the number of shares of the Registrant’s Class A Common Stock available for grant and issuance under the 2020 Plan and available for issuance under the ESPP increased by 21,415,959 shares and 4,283,191 shares, respectively. On January 1, 2023, the number of shares of the Registrant’s Class A Common Stock available for grant and issuance under the 2020 Plan increased by 21,897,965 shares.

In accordance with General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the contents of the registration statement on Form S-8 filed with the SEC on February 1, 2021 (File No. 333-252606), as supplemented, amended or superseded by the information set forth herein. In accordance with the instructional note to Part I of Form S-8 promulgated by the SEC, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the SEC:

 

 

(1)

 Our Registration Statement on Form S-8 filed with the SEC on February 1, 2021 (File No. 333-252606);

 

 

(2)

 Our Annual Report on Form 10-K (File No. 001-39345) for the fiscal year ended December 31, 2022 filed with the SEC on February 28, 2023;

 

 

(3)

Our Current Reports on Form 8-K or 8-K/A filed on February 9, 2023, February 9, 2023, February 13, 2023, and February 28, 2023 (excluding any information furnished in such reports under Item 2.02, Item 7.01 or Item 9.01); and

 

 

(4)

The description of our common stock contained in our Registration Statement on Form 8-A, filed with the SEC on June 24, 2020, and any amendment or report filed with the SEC for the purpose of updating the description, including Exhibit 4.4 to our Annual Report on Form 10-K, field with the SEC on February 28, 2022.

 

All documents filed by the Registrant with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters

1

all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the SEC (including, without limitation, information furnished under Item 2.02 or Item 7.01 of Current Reports on Form 8-K and the exhibits related to such items furnished under Item 9.01) shall not be deemed incorporated by reference into this Registration Statement.

Any statement contained in this Registration Statement, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

The Registrant has filed the exhibits listed on the accompanying Exhibit Index of this Registration Statement.

 

EXHIBIT INDEX

 

 

 

 

 

Incorporated By Reference

Exhibit

 

Description

 

Form

 

File No.

 

Exhibit No.

 

Filing Date

 

 

 

 

 

 

4.1

 

Amended and Restated Certificate of Incorporation of QuantumScape Corporation

 

8-K

 

001-39345

 

3.1

 

December 2, 2020

 

 

 

 

 

 

 

 

 

 

 

4.2

 

Amended and Restated Bylaws of QuantumScape Corporation

 

8-K

 

001-39345

 

3.1

 

October 25, 2022

 

 

 

 

 

 

 

 

 

 

 

4.3†

 

QuantumScape Corporation 2020 Equity Incentive Plan

 

8-K

 

001-39345

 

10.8

 

December 2, 2020

 

 

 

 

 

 

 

 

 

 

 

4.4†

 

QuantumScape Corporation 2020 Equity Incentive Plan — Form of Stock Option Agreement

 

8-K

 

001-39345

 

10.9

 

December 2, 2020

 

 

 

 

 

 

 

 

 

 

 

4.5†

 

QuantumScape Corporation 2020 Equity Incentive Plan — Form of Restricted Stock Unit Agreement

 

8-K

 

001-39345

 

10.10

 

December 2, 2020

 

 

 

 

 

 

 

 

 

 

 

4.6†

 

QuantumScape Corporation 2020 Equity Incentive Plan — Form of Restricted Stock Agreement.

 

8-K

 

001-39345

 

10.11

 

December 2, 2020

 

 

 

 

 

 

 

 

 

 

 

4.7†

 

QuantumScape Corporation 2020 Employee Stock Purchase Plan

 

8-K

 

001-39345

 

10.12

 

December 2, 2020

 

 

 

 

 

 

 

 

 

 

 

5.1*

 

Opinion of Wilson Sonsini Goodrich & Rosati, P.C. with respect to the legality of the securities being registered

 

 

 

 

 

 

 

 

 

 

 

 

 

 

23.1*

 

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

 

 

 

 

 

 

 

 

 

 

 

 

 

 

23.2*

 

Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1 hereto)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

24.1*

 

Power of Attorney (contained on signature page hereto)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

107*

 

Calculation of Filing Fee Table

 

 

 

 

 

 

 

 

 

2

 

*

Filed herewith.

 

 

†

Indicates management contract or compensatory plan or arrangement.

 

 

3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended. the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on February 28, 2023.

 

 

 

 

QuantumScape Corporation

 

 

By:

 

/s/ Jagdeep Singh

 

 

Jagdeep Singh

 

 

Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jagdeep Singh and Kevin Hettrich, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

/s/ Jagdeep Singh

Jagdeep Singh

 

Chief Executive Officer and Chairman
(Principal Executive Officer)

February 28, 2023

 

 

 

/s/ Kevin Hettrich

Kevin Hettrich

 

Chief Financial Officer
(Principal Financial and Accounting Officer)

February 28, 2023

 

 

 

/s/ Frank Blome

Frank Blome

 

Director

February 28, 2023

 

 

 

/s/ Brad Buss

Brad Buss

 

Director

February 28, 2023

 

 

 

/s/ Jeneanne Hanley

Jeneanne Hanley

 

Director

February 28, 2023

 

 

 

 

/s/ Susan Huppertz

Susan Huppertz

 

Director

 

February 28, 2023

 

 

 

/s/ Jürgen Leohold

Jürgen Leohold

 

Director

 

February 28, 2023

 

 

 

/s/ Gena Lovett

Gena Lovett

 

Director

 

February 28, 2023

 

 

 

/s/ Fritz Prinz

Fritz Prinz

 

Director

 

February 28, 2023

4

 

 

 

/s/ JB Straubel

JB Straubel

 

Director

 

February 28, 2023

 

 

 

/s/ Dipender Saluja

Dipender Saluja

 

Director

 

February 28, 2023

 

 

 

/s/ Jens Wiese

Jens Wiese

 

Director

 

February 28, 2023

 

 

 

5

 

 

Exhibit 5.1

img36415260_0.jpg 

Wilson Sonsini Goodrich & Rosati
Professional Corporation

650 Page Mill Road
Palo Alto, California 94304-1050

o: 650.493.9300
f: 866.974.7329

 

February 28, 2023

QuantumScape Corporation
1730 Technology Drive
San Jose, California 95110

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by QuantumScape Corporation, a Delaware corporation (the “Company”), with the Securities and Exchange Commission on or about the date hereof, in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 47,597,115 shares of the Company’s Class A common stock (the “Class A Common Stock”), par value $0.0001 per share (the “Shares”), consisting of (i) 43,313,924 shares of Class A Common Stock under the Company’s 2020 Equity Incentive Plan and (ii) 4,283,191 shares of Class A Common Stock under the Company’s 2020 Employee Stock Purchase Plan (which plans are referred to herein as the “Plans”). As the Company’s legal counsel, we have reviewed the actions proposed to be taken by the Company in connection with the issuance and sale of the Shares to be issued under the Plans.

It is our opinion that the Shares, when issued and sold in the manner referred to in the Plans and pursuant to the agreements that accompany the Plans, will be legally and validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto.

Very truly yours,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Wilson Sonsini Goodrich & Rosati, P.C.

austin beijing boston BOULDER brussels hong kong london los angeles new york palo alto
SALT LAKE CITY san diego san francisco seattle shanghai washington, dc wilmington, de

 

 

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2020 Equity Incentive Plan and the 2020 Employee Stock Purchase Plan of QuantumScape Corporation of our reports dated February 28, 2023, with respect to the consolidated financial statements of QuantumScape Corporation and the effectiveness of internal control over financial reporting of QuantumScape Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP

San Jose, California

February 28. 2023

 

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-8

(Form Type)

 

QuantumScape Corporation

(Exact name of registrant as specified in its charter)

Table 1 – Newly Registered Securities

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered(1)

 

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Equity

Class A common stock, par value $0.0001 per share, reserved for issuance pursuant to the QuantumScape Corporation 2020 Equity Incentive Plan

Rule 457(c) and Rule 457(h)

43,313,924(2)

$9.15(3)

$396,322,404.60

$110.20

per $1,000,000

$43,674.73

Equity

Class A common stock, par value $0.0001 per share, reserved for issuance pursuant to the QuantumScape Corporation 2020 Employee Stock Purchase Plan

Rule 457(c) and Rule 457(h)

4,283,191(4)

$7.78 (5)

$33,312,518.01

$110.20

per $1,000,000

$3,671.04

Total Offering Amounts

 

$429,634,922.61

 

$47,345.77

Total Fee Offsets

 

 

 

  -

Net Fee Due

 

 

 

$47,345.77

 

(1)
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall cover any additional shares of the Registrant’s Class A common stock that become issuable under the 2020 Equity Incentive Plan (the “2020 Plan”) and the 2020 Employee Stock Purchase Plan (the “ESPP”) by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of Class A common stock.
(2)
Represents an automatic annual increase on January 1, 2022 equal to 5% of the total number of shares of all classes of the Registrant’s common stock outstanding on December 31 of the preceding year and an automatic annual increase on January 1, 2023 equal to 5% of the total number of shares of all classes of the Registrant’s common stock outstanding on December 31 of the preceding year, which annual increases are provided for in the 2020 Plan.

 

(3)
Estimated in accordance with Rule 457(c) and (h) of the Securities Act solely for the purpose of calculating the Registrant’s registration fee on the basis of $9.15 per share, which is the average of the high and low prices of Class A common stock, as reported on the New York Stock Exchange, on February 27, 2023.

 

(4)
Represents an automatic annual increase on January 1, 2022 equal to 1% of the total number of shares of all classes of the Registrant’s common stock outstanding on December 31 of the preceding year, which annual increase is provided for in the ESPP. There was no automatic annual increase on January 1, 2023 as determined by the compensation committee of the registrant’s board of directors in accordance with the ESPP.

 

(5)
Estimated in accordance with Rules 457(c) and 457(h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of 85% of $9.15 per share, which represents the average of the high and low prices of the Registrant’s Class A common stock as reported on the New York Stock Exchange on February 27, 2023. Pursuant to the ESPP, the purchase price of the shares of Class A common stock reserved for issuance thereunder will be 85% of the lower of the fair market value of the Class A common stock on (i) the first trading day of the offering period or (ii) the exercise date.

 

Table 2: Fee Offset Claims and Sources

N/A

Table 3: Combined Prospectuses

N/A