UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 8.01 Other Events.
As previously disclosed, on February 9, 2023, QuantumScape Corporation (the “Company”) filed a petition in the Delaware Court of Chancery (the “Court of Chancery”) pursuant to Section 205 of the Delaware General Corporation Law (the “Petition”) seeking to validate and declare effective the filing and effectiveness of the provisions of the Amended and Restated Certificate of Incorporation of the Company currently in effect (the “Charter”) and the shares of the Company’s Class A common stock, par value $0.0001, and other securities issued in reliance on the validity of such Charter.
On February 27, 2023, the Court of Chancery held a hearing on the Petition and issued a final order granting the Petition, thereby validating and declaring effective (1) the November 25, 2020 stockholder vote approving the Charter, (2) the Charter, (3) all shares of capital stock of the Company issued or to be issued in reliance on the validity of the Charter, and (4) all other corporate actions and transactions taken in reliance on the validity of the Charter. A copy of the Court’s order is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: |
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Exhibit No. |
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Description of Exhibit |
99.1 |
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Order entered by the Delaware Court of Chancery on February 27, 2023. |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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QuantumScape Corporation |
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Date: |
February 28, 2023 |
By: |
/s/ Michael McCarthy |
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Name: Michael McCarthy |
Exhibit 99.1
EFiled: Feb 27 2023 10:36AM EST
Transaction ID 69224139 Case No. 2023-0157-LWW
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
In re QUANTUMSCAPE CORP. |
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C.A. No. 2023-0157-LWW |
ORDER GRANTING PETITION FOR RELIEF PURSUANT TO 8 DEL. C. § 205
WHEREAS, on November 25, 2020, QuantumScape Corp. (“QuantumScape” or the “Company”) filed its Amended and Restated Certificate of Incorporation (the “Charter”) with the Delaware Secretary of State;
WHEREAS, in reliance on the validity and effectiveness of the Charter, QuantumScape has issued shares of its capital stock and other securities, and taken other actions, from time to time on or after November 25, 2020 and through the date of this order;
WHEREAS, on February 9, 2023 QuantumScape filed with this Court a Verified Petition for Relief under 8 Del. C. § 205 seeking validation of the Charter and the securities issued in reliance thereon (the “Petition”); and
WHEREAS, the Court has considered the factors in 8 Del. C. § 205(d) and finds good cause to grant the Petition;
IT IS HEREBY ORDERED, this 27th day of February, 2023, that under 8 Del. C. § 205 for the reasons set forth in the Court’s bench ruling that:
Exhibit 99.1
/s/ Lori W. Will
Vice Chancellor Will
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Document And Entity Information |
Feb. 27, 2023 |
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Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Feb. 27, 2023 |
Entity Registrant Name | QuantumScape Corporation |
Entity Central Index Key | 0001811414 |
Entity Emerging Growth Company | false |
Securities Act File Number | 001-39345 |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 85-0796578 |
Entity Address, Address Line One | 1730 Technology Drive |
Entity Address, City or Town | San Jose |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 95110 |
City Area Code | 408 |
Local Phone Number | 452-2000 |
Entity Information, Former Legal or Registered Name | Not applicable |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share |
Trading Symbol | QS |
Security Exchange Name | NYSE |