QuantumScape Corp
For the period ended Dec 31, 2023. Filed Feb 27, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 27, 2024
QS$4.45-2.6%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits, Financial Statement Schedules
(a) List the following documents filed as a part of the report:
(1) Financial Statements:
| Report of Independent Registered Public Accounting Firm (PCAOB ID:42) | 55 |
|---|---|
| Consolidated Balance Sheets as of December 31, 2023 and 2022 | 59 |
| Consolidated Statements of Operations and Comprehensive Loss for the Years ended December 31, 2023, 2022 and 2021 | 60 |
| Consolidated Statements of Redeemable Non-Controlling Interest and Stockholders’ Equity for the Years ended December 31, 2023, 2022 and 2021 | 61 |
| Consolidated Statements of Cash Flows for the Years ended December 31, 2023, 2022 and 2021 | 62 |
| Notes to Consolidated Financial Statements | 63 |
(2) Financial Statement Schedules. None.
(3) The exhibits listed below are filed as part of this Reportare incorporated herein by reference, in each case as indicated below.
Exhibit Index
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Description | Form | File No. | Exhibit | Filing Date |
| 2.1 | Business Combination Agreement, dated as of September 2, 2020, by and among Kensington Capital Acquisition Corp., Kensington Capital Merger Sub Corp. and Legacy QuantumScape. | S-4/A | 333-248930 | 2.1 | November 12, 2020 |
| 2.2 | Amendment No. 1 to Business Combination Agreement, dated as of September 21, 2020, by and among Kensington Capital Acquisition Corp., Kensington Capital Merger Sub Corp. and Legacy QuantumScape. | S-4/A | 333-248930 | 2.2 | November 12, 2020 |
| 3.1 | Amended and Restated Certificate of Incorporation of the Company. | 8-K | 001-39345 | 3.1 | December 2, 2020 |
| 3.2 | Amended and Restated Bylaws of the Company. | 8-K | 001-39345 | 3.1 | October 25, 2022 |
| 4.1 | Specimen Common Stock Certificate. | 8-K | 001-39345 | 4.1 | December 2, 2020 |
| 4.2 | Description of Securities. | 10-K | 001-39345 | 4.4 | February 28, 2022 |
| 10.1# | Amended and Restated Limited Liability Company Agreement of QSV Operations LLC, dated May 14, 2020, by and between Legacy QuantumScape and Volkswagen Group of America Investments, LLC. | S-4/A | 333-248930 | 10.20 | November 12, 2020 |
| 10.2# | Amended and Restated Joint Venture Agreement, dated May 14, 2020, by and among Legacy QuantumScape and the persons named therein. | S-4/A | 333-248930 | 10.21 | November 12, 2020 |
| 10.3# | Series F Preferred Stock Purchase Agreement, dated May 14, 2020, by and between Legacy QuantumScape and Volkswagen Group of America Investments, LLC. | S-4/A | 333-248930 | 10.23 | November 12, 2020 |
| 10.4 | First Letter Agreement, dated as of September 2, 2020, by and among Kensington Capital Acquisition Corp., Legacy QuantumScape, and Volkswagen Group of America Investments, LLC. | 8-K | 001-39345 | 10.6 | September 3, 2020 |
| 10.5 | Second Letter Agreement, dated as of September 2, 2020, by and among Kensington Capital Acquisition Corp., Legacy QuantumScape, and Volkswagen Group of America Investments, LLC. | 8-K | 001-39345 | 10.7 | September 3, 2020 |
| 10.6 | Third Letter Agreement, dated as of September 2, 2020, by and among Kensington Capital Acquisition Corp., Legacy QuantumScape, and Volkswagen Group of America Investments, LLC. | 8-K | 001-39345 | 10.8 | September 3, 2020 |
| 10.7 | Amendment No. 1 to Series F Preferred Stock Purchase Agreement, dated September 3, 2020, by and among Kensington Capital Acquisition Corp., Legacy QuantumScape and Volkswagen Group of America Investments, LLC. | S-4/A | 333-248930 | 10.24 | November 12, 2020 |
| 10.8 | First Amendment to Amended and Restated Joint Venture Agreement, dated September 21, 2020, by and among Legacy QuantumScape and the persons named therein. | S-4/A | 333-248930 | 10.22 | November 12, 2020 |
| 10.9 | Letter Agreement, dated as of December 7, 2020, by and among Legacy QuantumScape, the Registrant and Volkswagen Group of America Investments, LLC. | S-1/A | 333-251433 | 10.30 | December 28, 2020 |
| 10.10 | Series F Closing Agreement, dated March 30, 2021, by an among the Registrant, Legacy QuantumScape and Volkswagen Group of America, Inc. | 8-K | 001-39345 | 1.1 | April 1, 2021 |
| 10.11 | Letter Agreement dated May 13, 2021, by and among Legacy QuantumScape, Volkswagen Group of America, Inc, Volkswagen Group of America Investments, LLC and QSV Operations LLC | 8-K | 001-39345 | 10.1 | May 17, 2021 |
| 10.12 | Letter Agreement dated December 17, 2021, by and among QuantumScape Battery, Inc., Volkswagen Group of America, Inc, Volkswagen Group of America Investments, LLC and QSV Operations LLC | 8-K | 001-39345 | 10.1 | December 17, 2021 |
| 10.13# | Letter Agreement, dated as of July 28, 2022, by and between Legacy QuantumScape Battery, Inc. and Volkswagen Group of America Investments, LLC | 10-K | 001-39345 | 10.39 | February 28, 2023 |
| 10.14 | Letter Agreement dated September 27, 2022, by and among QuantumScape Battery, Inc., Volkswagen Group of America, Inc, Volkswagen Group of America Investments, LLC and QSV Operations LLC | 8-K | 001-39345 | 10.1 | September 28, 2022 |
| 10.15 | Letter Agreement, dated as of May 26, 2023, by and between Legacy QuantumScape Battery, Inc. and Volkswagen Group of America Investments, LLC | 10-Q | 001-39345 | 10.1 | July 28, 2023 |
| 10.16 | Lease, dated May 31, 2013, by and between SI 55, LLC and Legacy QuantumScape. | S-4/A | 333-248930 | 10.18 | November 12, 2020 |
| 10.17 | Amendment to Lease, dated May 19, 2014, by and between SI 55, LLC and Legacy QuantumScape. | S-4/A | 333-248930 | 10.19 | November 12, 2020 |
| 10.18 | Lease Agreement, dated April 2, 2021, between Exeter 1710 Automation, LLC and Legacy QuantumScape | S-1/A | 333-251433 | 10.34 | May 10, 2021 |
| 10.19 | Second Amendment to Lease, dated June 22, 2021, between Legacy QuantumScape and SI 55, LLC. | 8-K | 001-39345 | 10.1 | June 28, 2021 |
| 10.20 | Guaranty of Lease, dated June 22, 2021, between Legacy QuantumScape and SI 55, LLC. | 8-K | 001-39345 | 10.2 | June 28, 2021 |
| 10.21 | Lease, dated November 1, 2021, by and between the 1750 Landlord and the Company | 8-K | 001-39345 | 10.1 | November 5, 2021 |
| 10.22 | Lease, dated November 1, 2021, by and between the 1756/62 Landlord and the Company | 8-K | 001-39345 | 10.2 | November 5, 2021 |
| 10.23 | Registration Rights and Lock-up Agreement, dated as of September 2, 2020, by and among Kensington Capital Acquisition Corp. and the persons named therein. | 8-K | 001-39345 | 10.3 | September 3, 2020 |
| 10.24 | Form of Senior Employee Lock-Up Agreement. | 8-K | 001-39345 | 10.5 | September 3, 2020 |
| 10.25+ | Offer Letter from Legacy QuantumScape to Timothy Holme, dated January 1, 2011. | S-4/A | 333-248930 | 10.13 | November 12, 2020 |
| 10.26+ | Offer Letter from Legacy QuantumScape to Kevin Hettrich, dated October 11, 2011. | S-4/A | 333-248930 | 10.14 | November 12, 2020 |
| 10.27+ | Offer Letter from Legacy QuantumScape to Michael McCarthy, dated December 21, 2012. | S-4/A | 333-248930 | 10.16 | November 12, 2020 |
| 10.28+ | Offer Letter from Legacy QuantumScape to Mohit Singh, dated April 3, 2013. | S-4/A | 333-248930 | 10.17 | November 12, 2020 |
| 10.29+ | Offer Letter from QuantumScape Battery, Inc. to Srinivasan Sivaram | 10-Q | 001-39345 | 10.2 | October 27, 2023 |
| 10.30+ | Form of Indemnification Agreement by and between the Registrant and its directors and officers. | 8-K | 001-39345 | 10.7 | December 2, 2020 |
| 10.31+ | The Registrant’s 2020 Equity Incentive Plan. | 8-K | 001-39345 | 10.8 | December 2, 2020 |
| 10.32+ | The Registrant’s 2020 Equity Incentive Plan — Form of Stock Option Agreement. | 8-K | 001-39345 | 10.9 | December 2, 2020 |
| 10.33+ | The Registrant’s 2020 Equity Incentive Plan — Form of Restricted Stock Unit Agreement. | 8-K | 001-39345 | 10.10 | December 2, 2020 |
| 10.34+ | The Registrant’s 2020 Equity Incentive Plan — Form of Restricted Stock Agreement. | 8-K | 001-39345 | 10.11 | December 2, 2020 |
| 10.35+ | The Registrant’s 2020 Employee Stock Purchase Plan. | 8-K | 001-39345 | 10.12 | December 2, 2020 |
| 10.36+ | Form of Performance Stock Option Agreement under the Extraordinary Performance Award Program | DEF 14A | 001-39345 | Appendix 1 | November 8, 2021 |
| 10.37+ | Employee Incentive Compensation Plan. | 8-K | 001-39345 | 10.1 | March 15, 2021 |
| 10.38+ | Form of Change in Control and Severance Agreement. | 8-K | 001-39345 | 10.2 | March 15, 2021 |
| 10.39+ | The Registrant’s Outside Director Compensation Policy | 10-Q | 001-39345 | 10.2 | May 2, 2022 |
| 10.40 | Distribution Agreement, dated February 28, 2023 by and between QuantumScape Corporation and J.P. Morgan Securities LLC. | 8-K | 001-39345 | 1.1 | February 28, 2023 |
| 10.41 | Distribution Agreement, dated February 28, 2023, by and between QuantumScape Corporation and Cowen and Company, LLC. | 8-K | 001-39345 | 1.2 | February 28, 2023 |
| 10.42 | Distribution Agreement, dated February 28, 2023, by and between QuantumScape Corporation and Deutsche Bank Securities Inc. | 8-K | 001-39345 | 1.3 | February 28, 2023 |
| 10.43 | Distribution Agreement, dated February 28, 2023, by and between QuantumScape Corporation and UBS Securities LLC. | 8-K | 001-39345 | 1.4 | February 28, 2023 |
| 21.1* | List of Subsidiaries of the Registrant | ||||
| 23.1* | Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP. | ||||
| 24.1* | Power of Attorney (included in signature page). | ||||
| 31.1* | Rule 13a-14(a) /15(d)-14(a) Certification of Principal Executive Officer. | ||||
| 31.2* | Rule 13a-14(a) /15(d)-14(a) Certification of Principal Financial Officer. | ||||
| 32.1† | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 32.2† | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 97.1* | Compensation Recovery Policy | ||||
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbases Document | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
| * | Filed herewith. |
|---|---|
| † | These exhibits are furnished with this Annual Report on Form 10-K and are not deemed filed with the Securities and Exchange Commission and are not incorporated by reference in any filing of QuantumScape Corporation under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filings. |
| # | Portions of this exhibit have been omitted in accordance with Item 601 of Regulation S-K. |
| + | Indicates a management or compensatory plan. |
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