Assumed Common Stock Warrants	9 Months Ended
Sep. 30, 2021
Warrants And Rights Note Disclosure [Abstract]
Assumed Common Stock Warrants	Note 9. Assumed Common Stock Warrants As of September 30, 2021 and December 31, 2020, there were zero and 18,149,989 warrants outstanding, respectively. As part of Kensington’s initial public offering, 11,499,989 Public Warrants were sold. Prior to the Company’s election to redeem all the Public Warrants in July 2021 as described below, the terms of these warrants were as follows: The Public Warrants entitle the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustments. The Public Warrants may be exercised only for a whole number of shares of Class A Common Stock. No fractional shares will be issued upon exercise of the warrants. The Public Warrants will expire at 5:00 p.m. New York City time on November 25, 2025, or earlier upon redemption or liquidation. The Public Warrants were listed on the NYSE under the symbol “QS.WS”. The Company may redeem the Public Warrants starting July 30, 2021, in whole and not in part, at a price of $0.01 per warrant, so long as the Company provides not less than 30 days’ prior written notice of redemption to each warrantholder, and if, and only if, the reported last sale price of Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrantholders. Simultaneously with Kensington’s initial public offering, Kensington consummated a private placement of 6,575,000 Private Placement Warrants with the Sponsor. Kensington issued an additional 75,000 warrants in connection with the closing of the Business Combination, constituting the Working Capital Warrants. Prior to the Company’s election to redeem all the Private Placement Warrants and Working Capital Warrants in August 2021 as described below, the terms of these warrants were as follows: Each Private Placement Warrant and Working Capital Warrant is exercisable for one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Private Placement Warrants and Working Capital Warrants are identical to the Public Warrants, except that: (1) the Private Placement Warrants and Working Capital Warrants and the shares of Class A Common Stock issuable upon exercise of the Private Placement Warrants and Working Capital Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (2) the Private Placement Warrants and Working Capital Warrants are non-redeemable (except as described below) so long as they are held by the Sponsor or its permitted transferees. Commencing September 28, 2021, the Company may redeem the outstanding Public Warrants, Private Placement Warrants and Working Capital Warrants:  in whole and not in part;  at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A Common Stock to be determined by reference to a table in the warrant agreement;  if, and only if, the last reported sale price of the Company’s Class A Common Stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrantholders;  if, and only if, the Private Placement Warrants and Working Capital Warrants are also concurrently called for redemption at the same price (equal to a number of shares of Class A Common Stock) as the outstanding Public Warrants, as described above; and  if, and only if, there is an effective registration statement covering the shares of Class A Common Stock (or a security other than the Class A Common Stock into which the Class A Common Stock has been converted or exchanged for in the event the Company is not the surviving company in the initial Business Combination) issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. (3) the Private Placement Warrants and Working Capital Warrants may be exercised by the holders on a cashless basis, and (4) the holders of the Private Placement Warrants and Working Capital Warrants (including with respect to the shares of common stock issuable upon exercise of the Private Placement Warrants and Working Capital Warrants) are entitled to registration rights. If the Private Placement Warrants and Working Capital Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants and Working Capital Warrants will cease to be Private Placement Warrants or Working Capital Warrants, as applicable, and become Public Warrants and be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the other Public Warrants. On February 13, 2021, the Warrant Agreement, dated June 25, 2020, by and between the Company and Continental Stock Transfer & Trust Company (the “Warrant Agreement”), was amended to allow for earlier exercise of the Public Warrants. Prior to the amendment, the Public Warrants were exercisable starting on June 30, 2021. Following the amendment, the Public Warrants became exercisable starting on March 5, 2021, at which time holders of Public Warrants could begin exercising their right to purchase one share of the Company’s Class A Common Stock for $11.50 for each Public Warrant. All other terms, including the redemption terms, for the Public Warrants remained unchanged; the Company could not redeem Public Warrants before July 30, 2021. The terms for the Private Placement Warrants and Working Capital Warrants remained unchanged. The Company concluded the Public Warrants and Private Placement Warrants, or Assumed Common Stock Warrants, meet the definition of a derivative under ASC 815 (as described in Note 2) and are recorded as liabilities. Upon consummation of the Business Combination, the fair value of the Assumed Common Stock Warrants was recorded on the Condensed Consolidated Balance Sheet. The fair value of the Assumed Common Stock Warrants was remeasured at the end of each reporting period or through the exercise or redemption of the warrants and the change in such fair value is recorded in the Condensed Consolidated Statements of Operations and Comprehensive Loss. On July 23, 2021, the Company announced that it had elected to redeem on August 24, 2021 (the “Public Warrants Redemption Date”), all of the outstanding Public Warrants that were issued under the Warrant Agreement. Each Public Warrant not exercised before 5:00 p.m. Eastern Daylight Time on the Public Warrants Redemption Date was redeemed by the Company for $0.01 and the Public Warrants subsequently ceased trading on the NYSE. On August 30, 2021, the Company delivered a notice of redemption to each holder of all of its remaining outstanding warrants (including the Private Placement Warrants and the Working Capital Warrants) to purchase shares of the Company’s Class A Common Stock. All such warrants were exercised before 5:00 p.m. Eastern Daylight Time on September 30, 2021 (the “Private Warrants Redemption Date”). During the three and nine months ended September 30, 2021, 1,510,502 and 11,371,526 Public Warrants were exercised, respectively. As a result of such exercises, the Company received net proceeds of $17.4 million and $129.7 million, and issued 1,510,502 and 11,340,746 shares of Class A Common Stock, during the three and nine months ended September 30, 2021, respectively. For the remaining 128,463 Public Warrants outstanding as of the Public Warrant Redemption Date, the Company paid approximately $1 thousand to redeem the unexercised warrants. During the three and nine months ended September 30, 2021, 6,575,000 Private Placement Warrants and 75,000 Working Capital Warrants were exercised. As a result of such exercises, the Company received net proceeds of $21.7 million, and issued 4,156,297 shares of Class A Common Stock. The fair value of the Assumed Common Stock Warrants was remeasured as of respective exercise dates or redemption dates, as applicable, resulting in a $68.9 million and $168.7 million non-cash change in fair value of Assumed Common Stock Warrant liabilities, in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2021, respectively. As all Assumed Common Stock Warrants were exercised or redeemed as of September 30, 2021, there was no remaining liability for Assumed Common Stock Warrants.

As of September 30, 2021 and December 31, 2020, there were zero and 18,149,989 warrants outstanding, respectively.

As part of Kensington’s initial public offering, 11,499,989 Public Warrants were sold. Prior to the Company’s election to redeem all the Public Warrants in July 2021 as described below, the terms of these warrants were as follows: The Public Warrants entitle the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustments. The Public Warrants may be exercised only for a whole number of shares of Class A Common Stock. No fractional shares will be issued upon exercise of the warrants. The Public Warrants will expire at 5:00 p.m. New York City time on November 25, 2025, or earlier upon redemption or liquidation. The Public Warrants were listed on the NYSE under the symbol “QS.WS”.

The Company may redeem the Public Warrants starting July 30, 2021, in whole and not in part, at a price of $0.01 per warrant, so long as the Company provides not less than 30 days’ prior written notice of redemption to each warrantholder, and if, and only if, the reported last sale price of Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrantholders.

Simultaneously with Kensington’s initial public offering, Kensington consummated a private placement of 6,575,000 Private Placement Warrants with the Sponsor. Kensington issued an additional 75,000 warrants in connection with the closing of the Business Combination, constituting the Working Capital Warrants. Prior to the Company’s election to redeem all the Private Placement Warrants and Working Capital Warrants in August 2021 as described below, the terms of these warrants were as follows: Each Private Placement Warrant and Working Capital Warrant is exercisable for one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Private Placement Warrants and Working Capital Warrants are identical to the Public Warrants, except that:

(1) the Private Placement Warrants and Working Capital Warrants and the shares of Class A Common Stock issuable upon exercise of the Private Placement Warrants and Working Capital Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions,

(2) the Private Placement Warrants and Working Capital Warrants are non-redeemable (except as described below) so long as they are held by the Sponsor or its permitted transferees. Commencing September 28, 2021, the Company may redeem the outstanding Public Warrants, Private Placement Warrants and Working Capital Warrants:



at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A Common Stock to be determined by reference to a table in the warrant agreement;



if, and only if, the last reported sale price of the Company’s Class A Common Stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrantholders;



if, and only if, the Private Placement Warrants and Working Capital Warrants are also concurrently called for redemption at the same price (equal to a number of shares of Class A Common Stock) as the outstanding Public Warrants, as described above; and



if, and only if, there is an effective registration statement covering the shares of Class A Common Stock (or a security other than the Class A Common Stock into which the Class A Common Stock has been converted or exchanged for in the event the Company is not the surviving company in the initial Business Combination) issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given.

(3) the Private Placement Warrants and Working Capital Warrants may be exercised by the holders on a cashless basis, and

(4) the holders of the Private Placement Warrants and Working Capital Warrants (including with respect to the shares of common stock issuable upon exercise of the Private Placement Warrants and Working Capital Warrants) are entitled to registration rights. If the Private Placement Warrants and Working Capital Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants and Working Capital Warrants will cease to be Private Placement Warrants or Working Capital Warrants, as applicable, and become Public Warrants and be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the other Public Warrants.

On February 13, 2021, the Warrant Agreement, dated June 25, 2020, by and between the Company and Continental Stock Transfer & Trust Company (the “Warrant Agreement”), was amended to allow for earlier exercise of the Public Warrants. Prior to the amendment, the Public Warrants were exercisable starting on June 30, 2021. Following the amendment, the Public Warrants became exercisable starting on March 5, 2021, at which time holders of Public Warrants could begin exercising their right to purchase one share of the Company’s Class A Common Stock for $11.50 for each Public Warrant. All other terms, including the redemption terms, for the Public Warrants remained unchanged; the Company could not redeem Public Warrants before July 30, 2021. The terms for the Private Placement Warrants and Working Capital Warrants remained unchanged.

The Company concluded the Public Warrants and Private Placement Warrants, or Assumed Common Stock Warrants, meet the definition of a derivative under ASC 815 (as described in Note 2) and are recorded as liabilities. Upon consummation of the Business Combination, the fair value of the Assumed Common Stock Warrants was recorded on the Condensed Consolidated Balance Sheet. The fair value of the Assumed Common Stock Warrants was remeasured at the end of each reporting period or through the exercise or redemption of the warrants and the change in such fair value is recorded in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

On July 23, 2021, the Company announced that it had elected to redeem on August 24, 2021 (the “Public Warrants Redemption Date”), all of the outstanding Public Warrants that were issued under the Warrant Agreement. Each Public Warrant not exercised before 5:00 p.m. Eastern Daylight Time on the Public Warrants Redemption Date was redeemed by the Company for $0.01 and the Public Warrants subsequently ceased trading on the NYSE.

On August 30, 2021, the Company delivered a notice of redemption to each holder of all of its remaining outstanding warrants (including the Private Placement Warrants and the Working Capital Warrants) to purchase shares of the Company’s Class A Common Stock. All such warrants were exercised before 5:00 p.m. Eastern Daylight Time on September 30, 2021 (the “Private Warrants Redemption Date”).

During the three and nine months ended September 30, 2021, 1,510,502 and 11,371,526 Public Warrants were exercised, respectively. As a result of such exercises, the Company received net proceeds of $17.4 million and $129.7 million, and issued 1,510,502 and 11,340,746 shares of Class A Common Stock, during the three and nine months ended September 30, 2021, respectively. For the remaining 128,463 Public Warrants outstanding as of the Public Warrant Redemption Date, the Company paid approximately $1 thousand to redeem the unexercised warrants.

During the three and nine months ended September 30, 2021, 6,575,000 Private Placement Warrants and 75,000 Working Capital Warrants were exercised. As a result of such exercises, the Company received net proceeds of $21.7 million, and issued 4,156,297 shares of Class A Common Stock.

The fair value of the Assumed Common Stock Warrants was remeasured as of respective exercise dates or redemption dates, as applicable, resulting in a $68.9 million and $168.7 million non-cash change in fair value of Assumed Common Stock Warrant liabilities, in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2021, respectively.

As all Assumed Common Stock Warrants were exercised or redeemed as of September 30, 2021, there was no remaining liability for Assumed Common Stock Warrants.