QuantumScape Announces Pricing of Public Offering of Class A Common Stock

QuantumScape Corporation (NYSE: QS), a leader in developing next-generation solid-state lithium-metal batteries, today announced the pricing of an underwritten public offering of 37,500,000 shares of its Class A common stock (the “Shares”) for gross proceeds of $300 million, before deducting the underwriting discount and commissions and estimated offering expenses.

QuantumScape has granted the underwriters a 30-day option to purchase up to an additional 5,625,000 Shares at the public offering price less the underwriting discount. The public offering is expected to close on August 8, 2023, subject to customary closing conditions.

Evercore ISI and Morgan Stanley acted as joint lead book-running managers for the Offering. Goldman Sachs & Co. LLC and UBS Investment Bank acted as additional book-running managers.

The public offering is being made pursuant to a shelf registration statement on Form S-3 that was filed by QuantumScape with the U.S. Securities and Exchange Commission (the "SEC") on July 29, 2022, and became effective on August 10, 2022. The offering was made only by means of a preliminary prospectus supplement and an accompanying prospectus relating to the offering which have been filed with the SEC and are available on the SEC's website at www.sec.gov. A final prospectus supplement will be filed with the SEC, a copy of which may also be obtained by contacting: Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 35th Floor, New York, New York 10055, by telephone at 888-474-0200, or by email at [e-mail]; or Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About QuantumScape Corporation

QuantumScape is on a mission to transform energy storage with solid-state lithium-metal battery technology. The company’s next-generation batteries are designed to enable greater energy density, faster charging and enhanced safety to support the transition away from legacy energy sources toward a lower carbon future.

Forward-Looking Statements

The information in this press release 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. Forward-looking statements in this release include, but are not limited to, statements concerning the terms, size and completion of the proposed public offering and the anticipated use of proceeds.

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. The company cautions you that these forward-looking statements are subject to significant risks and uncertainties and other factors that could cause QuantumScape’s development and commercialization timeline and QuantumScape’s actual results to differ materially from current expectations. Information about factors that could materially affect QuantumScape is set forth under the “Risk Factors” section in the QuantumScape’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 28, 2023, and other filings with the SEC 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.

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