QuantumScape Corp. Files 8-K with Material Agreements and Personnel Changes

TL;DR

QS filed an 8-K on 7/5 detailing new material agreements and board changes.

AI Summary

On July 5, 2024, QuantumScape Corporation entered into a material definitive agreement and terminated another. The company also reported changes in its board of directors and executive compensation arrangements. Specific details regarding the agreements and personnel changes were filed with the SEC.

Why It Matters

This filing indicates significant corporate actions, including new agreements and potential leadership shifts, which could impact the company's strategic direction and operational execution.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and changes in officers/directors, which can introduce uncertainty or signal strategic shifts.

Key Players & Entities

• QuantumScape Corporation (company) — Registrant
• Delaware (jurisdiction) — State of Incorporation
• July 05, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 per share QS The New York Stock Exc
• $130,000,000 — ll pre-pay QS an initial royalty fee of $130,000,000, against which any future royalties due
• $134,000,000 — ity, and remove earmark restrictions on $134,000,000 of funds previously reserved by the Com

Filing Documents

• qs-20240705.htm (8-K) — 59KB
• qs-ex10_1.htm (EX-10.1) — 480KB
• qs-ex10_2.htm (EX-10.2) — 63KB
• qs-ex10_3.htm (EX-10.3) — 72KB
• 0000950170-24-082847.txt ( ) — 876KB
• qs-20240705.xsd (EX-101.SCH) — 24KB
• qs-20240705_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Collaboration Agreement and IP License Agreement On July 5, 2024, QuantumScape Battery, Inc. ("QS"), a wholly owned subsidiary of QuantumScape Corporation (the "Company"), entered into a Collaboration Agreement (the "Collaboration Agreement") with PowerCo SE ("PowerCo," and together with QS, the "Parties"), a battery cell company wholly owned by the Volkswagen Group, with the goal of industrializing the solid-state lithium-metal battery technology QS intends to use in its first planned product—the QSE-5 (the "QSE-5 Technology"). Under the Collaboration Agreement, the Parties will collaborate to enable PowerCo to manufacture battery cells incorporating the QSE-5 Technology, including establishing a joint QS-PowerCo staffed scale-up team to facilitate technology transfer into a target battery cell design defined by PowerCo, co-develop production processes, and carry out other related activities. The Parties will jointly own any new intellectual property jointly developed and relating to automotive battery cells or the industrialization thereof (but excluding background intellectual property of each Party, which shall continue to be owned by such Party, and any developed intellectual property relating to QS's separator technology, which shall be owned exclusively by QS). Subject to the completion of certain technical milestones, the Parties have agreed to enter into a license agreement, the form of which is attached as an exhibit to the Collaboration Agreement (the "IP License Agreement"). The IP License Agreement provides that QS will grant PowerCo a non-exclusive, limited, royalty-bearing license to use the QSE-5 Technology for the purpose of manufacturing and selling batteries for automotive applications at one or more PowerCo facilities for a maximum total annual capacity of up to 40 GWh, and expandable by an additional 40 GWh of annual capacity. As part of the license arrangement, PowerCo will pre-pay Q

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. The entry into the Collaboration Agreement with PowerCo supersedes the joint venture arrangement under the previously disclosed Amended and Restated Joint Venture Agreement, dated May 14, 2020 (together with the ancillary agreements thereunder, the "JV Agreement"), by and among the Company, QS, Volkswagen Group of America, Inc. ("VWGoA"), VWGoAI, and QSV Operations LLC, the joint venture entity between QS and VWGoAI (the "JV Entity", and together with the Company, QS, VWGoA and VWGoAI, the "JV Parties"). VWGoA and VWGoAI are wholly owned affiliates of the Volkswagen Group. Accordingly, in connection with the signing of the Collaboration Agreement, on July 5, 2024, the JV Parties entered into a Joint Venture Termination and Release Agreement (the "JV Termination Agreement") to, among other things, terminate the JV Agreement, dissolve the JV Entity, and remove earmark restrictions on $134,000,000 of funds previously reserved by the Company for future contribution to the JV Entity. The foregoing description of the terms of the JV Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the JV Termination Agreement attached hereto as Exhibit 10.3. As previously disclosed in the Current Report on Form 8-K filed on September 3, 2020, certain then senior level employees and advisors of the Company, including the Company's executive officers at that time, entered into lock-up agreements (the "Lock-up Agreements") pursuant to which they agreed to certain restrictions on the transfer of Company's securities, subject to certain exceptions, for up to four years from November 2020 or the earlier release in certain circumstances, including the termination of the JV Agreement by VWGoAI. In connection with the signing of the JV Termination Agreement on July 5, 2024, the restrictions on the transfer of Company's securities under the Lock-Up Agreements au

Forward-Looking Statements

Forward-Looking Statements Certain information in this Current Report on Form 8-K may be considered "forward-looking statements," within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, statements regarding the Collaboration Agreement, IP License Agreement, Amended Letter Agreement, the Company's ability to achieve the technical milestones under the Collaboration Agreement required to trigger the license and royalty prepayment, and Board composition. 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. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements, including due to difficulties in achieving the quality, consistency, reliability, safety, cost and throughput required for commercial production and sale, changes in economic and financial conditions, changing regulatory requirements and other factors discussed in the section titled "Risk Factors" in our Annual Report and Quarterly Reports and other documents filed with the Securities and Exchange Commission from time to time. Except as otherwise required by applicable law, the Company disclaims any duty to update any forward-looking statements.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. d) Exhibits . Exhibit Number Description 10.1* Collaboration Agreement 10.2 Amended and Restated Letter Agreement 10.3 Termination Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Portions of this exhibit have been omitted in accordance with Item 601 of Regulation S-K.

SIGNATURES

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: July 11, 2024 By: /s/ Michael McCarthy Name: Michael McCarthy Title: Chief Legal Officer and Head of Corporate Development