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): May 13, 2021

 

 

QuantumScape Corporation

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-39345   85-0796578
(State or other jurisdiction
of incorporation) 		  (Commission File Number)   (I.R.S. Employer
Identification Number)
1730 Technology Drive
San Jose, California
  95110
(Address of principal executive offices)   (Zip code)

(408) 452-2000

(Registrant’s telephone number, including area code)

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
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50    QS.WS    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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).

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 1.01. Entry into a Material Definitive Agreement

On May 13, 2021, QuantumScape Battery, Inc. (“QS Sub”), a wholly-owned subsidiary of QuantumScape Corporation (the “Company”), entered into a letter agreement with Volkswagen Group of America, Inc. (“VWGoA”), Volkswagen Group of America Investments, LLC, an affiliate of VWGoA (“VW Member”), and QSV Operations LLC, the joint venture entity between QS Sub and VW Member (the “JV Entity”, and together with QS Sub, VWGoA and VW Member, the “Parties”). The letter agreement amends the Amended and Restated Joint Venture Agreement, dated May 14, 2020, and as amended by the First Amendment to Amended and Restated Joint Venture Agreement, dated September 21, 2020, by and among the Parties (the “JV Agreement”).

Under the letter agreement, the Parties agreed to finalize the location of their joint venture solid-state battery pilot-line facility (“QS-1”) by December 31, 2021. The Parties currently contemplate Salzgitter, Germany as the location, but the final determination of the location of QS-1 shall be made by VWGoA in its sole discretion no later than December 31, 2021 based on an analysis by VWGoA of operational costs, government incentives and other relevant considerations. The Parties intend to expand the production capacity of QS-1, initially planned for 1 gigawatt-hour (GWh), by a further 20 GWh at the same location. The Parties further agreed to consider at a future date whether to increase the initial capacity size of QS-1.

The foregoing description of the terms of the letter agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the letter agreement attached hereto as Exhibit 10.1.

Item 7.01 Regulation FD Disclosures

On May 14, 2021, the Company issued a press release relating to the letter agreement. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K (the “Report”) and incorporated herein by reference.

Forward-Looking Statements

The information in this Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this Report, including, without limitation, regarding the development, timeline and performance of the Company’s products and technology are forward-looking statements.

These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results, including but not limited to the Company’s ability to finalize the location of QS-1 and achievement of expanded production capacity of QS-1. Additional information about factors that could materially affect the Company is set forth under the “Risk Factors” section in the Company’s Annual Report on Form 10-K/A filed with the Securities and Exchange Commission (the “SEC”) on May 7, 2021 and available on the SEC’s website at www.sec.gov.

These forward-looking statements are based on information available as of the date of this Report, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit
No.

  

Description

10.1    Letter Agreement dated May 13, 2021, by and among QuantumScape Battery, Inc., Volkswagen Group of America, Inc, Volkswagen Group of America Investments, LLC and QSV Operations LLC
99.1    News release of the Company dated May 14, 2021, announcing agreement with Volkswagen to select location for joint venture pilot-line facility

 

2

SIGNATURE

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.

Dated: May 14, 2021

 

QUANTUMSCAPE CORPORATION
By:   /s/ Michael McCarthy
  Name: Michael McCarthy
 

Title:   Chief Legal Officer and Head of Corporate Development

 

3

Exhibit 10.1

Volkswagen Group of America, Inc.

Volkswagen Group of America Investments, LLC

May 13, 2021

QuantumScape Battery, Inc.

1730 Technology Drive

San Jose, CA 95110

Attn: Jagdeep Singh, CEO

Dear Mr. Singh:

Reference is made to the Amended and Restated Joint Venture Agreement, dated May 14, 2020, by and among Volkswagen Group of America, Inc., a New Jersey corporation (“VWGoA”), Volkswagen Group of America Investments, LLC, a Delaware limited liability company, an affiliate of VWGoA and designated member in the JV Entity (“VW Member”), QuantumScape Battery, Inc. (f/k/a QuantumScape Corporation), a Delaware corporation (“QS”), and QSV Operations LLC, a Delaware limited liability company (the “JV Entity”), as amended by that certain First Amendment to Amended and Restated Joint Venture Agreement, dated September 21, 2020, by and among the same parties (the Amended and Restated Joint Venture Agreement as amended by the First Amendment to Amended and Restated Joint Venture Agreement, the “JV Agreement”). VWGoA, VW Member, QS and the JV Entity are collectively referred to as the “Parties,” and any capitalized terms used herein without definition have the meanings set forth in the JV Agreement.

This letter confirms the agreement amongst the Parties of the following, notwithstanding anything in the JV Agreement to the contrary:

 

  (a)

Subject to section (d) below, the Parties currently contemplate locating the Phase 1 Pilot Line in Salzgitter, Germany;

 

  (b)

The Parties intend for the Phase 1 Pilot Line (currently with a planned 1 GWh of capacity) to be scalable to the Phase 2 Gigafactory (currently with a planned 20 GWh of capacity) at the same location, provided that the final decision for or against any such scaling remains reserved;

 

  (c)

The Parties shall consider at a future date whether to increase the size of the Phase 1 Pilot Line from the currently planned 1 GWh of capacity, taking into account the factors set out in section (d);

 

  (d)

The final determination of the location of the Phase 1 Pilot Line shall be made by VWGoA in its sole discretion no later than December 31, 2021 based on an analysis by VWGoA of operational costs, government incentives and other relevant considerations, and Section 3.1.1 of the JV Agreement is hereby amended accordingly; and

 

  (e)

To the extent anything in this letter conflicts with any provision in the JV Agreement, this letter shall prevail, and except as may be amended hereby, the JV Agreement shall remain in full force and effect. Sections 9.6, 9.8 – 9.11, and 9.13 – 9.18 of the JV Agreement shall apply to this letter agreement mutatis mutandis.

Please confirm your acceptance and agreement of the matters set forth in this letter by executing in the space provided on the signature pages hereto.

Thank you.

Sincerely,

 

VOLKSWAGEN GROUP OF AMERICA, INC.
By:   /s/ Kevin Duke
Name: Kevin Duke
Title: Secretary
VOLKSWAGEN GROUP OF AMERICA INVESTMENTS, LLC
By:   /s/ Kevin Duke
Name: Kevin Duke
Title: VP & Secretary

 

Accepted and Agreed:
QUANTUMSCAPE BATTERY, INC.
By:   /s/ Michael O. McCarthy
Name: Michael O. McCarthy
Title: Chief Legal Officer
QSV OPERATIONS LLC
By:   /s/ Michael O. McCarthy
Name: Michael O. McCarthy
Title: Board Member

Exhibit 99.1

 

LOGO

QuantumScape and Volkswagen Sign Agreement to Select Location for Joint Venture Pilot-Line

Facility

SAN JOSE, Calif. – May 14, 2021 – QuantumScape Corporation, (NYSE: QS, or “QuantumScape”) today announced that it has entered into an agreement with Volkswagen Group of America, Inc. to select the location of their joint-venture solid-state battery pilot-line facility by the end of 2021. The companies currently contemplate Salzgitter, Germany for the location.

The pilot-line facility, QS-1, will initially be a 1-gigawatt hour (GWh) battery cell commercial production plant for electric vehicle batteries. QuantumScape and Volkswagen intend to expand production capacity by a further 20 GWh at the same location.

“Our goal has been to bring our solid-state lithium-metal batteries to market as soon as possible,” said Jagdeep Singh, CEO and co-founder of QuantumScape. “This joint venture brings together QuantumScape’s core battery technology with Volkswagen’s deep understanding of high-volume, high-quality production, and maximizes our ability to bring this technology into industrial production.”

QS-1 will follow QS-0, QuantumScape’s planned pre-pilot line. In its Q1 Shareholder Letter, QuantumScape highlighted progress on that front as well, securing a facility in San Jose to house the QS-0 line. To fulfill the strong inbound interest in its technology, the company also recently announced it was doubling the initial QS-0 capacity to over 200,000 cells annually, enough for hundreds of test vehicles each year.

In March, QuantumScape announced an additional $100 million in funding from Volkswagen after Volkswagen confirmed through tests at its labs in Germany that QuantumScape cells met the established technical milestone.

About QuantumScape Corporation

QuantumScape is a leader in developing next-generation solid-state lithium-metal batteries for use in electric vehicles. The company’s mission is to revolutionize energy storage to enable a sustainable future. For more information, please visit www.quantumscape.com.

Forward-Looking Statements

The information in this press release includes a “forward-looking statement” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, including, without limitation, regarding the development, timeline and performance of QuantumScape’s products and technology are forward-looking statements.

These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside QuantumScape’s control and are difficult to predict. Factors that may cause such differences include but are not limited to the ones listed here. The Company faces significant barriers in its attempts to produce a solid-state

battery cell and may not be able to successfully develop its solid-state battery cell. Building high volumes of multi-layer cells in the commercial form factor and with higher layer count requires substantial development effort. The Company could encounter significant delays and/or technical challenges in replicating the performance seen in its single-layer cells and four-layer cells and in achieving the high yield, reliability, uniformity and performance targets required for commercial production and sale. The Company may encounter delays and other obstacles in acquiring, installing and operating new manufacturing equipment for automated and/or continuous-flow processes, including vendor delays and challenges optimizing complex manufacturing processes. QuantumScape cautions that the foregoing list of factors is not exclusive. Additional information about factors that could materially affect QuantumScape is set forth under the “Risk Factors” section in the registration statement filed by QuantumScape with the SEC on March 25, 2021 and available on the SEC’s website at www.sec.gov.

Except as otherwise required by applicable law, QuantumScape disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. Should underlying assumptions prove incorrect, actual results and projections could different materially from those expressed in any forward-looking statements.

For Investors

John Saager, CFA

Head of Investor Relations

ir@quantumscape.com

For Media

media@quantumscape.com

###