QuantumScape Announces Proposed Public Offering of Class A Common Stock

QuantumScape Corporation (NYSE: QS), a leader in developing next-generation solid-state lithium-metal batteries, today commenced a proposed underwritten public offering of shares of its Class A common stock.

QuantumScape intends to offer $300 million of shares of its Class A common stock for working capital and general corporate purposes.

QuantumScape intends to grant the underwriters a 30-day option to purchase up to an additional $45 million of shares of Class A common stock at the public offering price, less underwriting discounts and commissions. The proposed offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

Evercore ISI and Morgan Stanley are acting as joint lead book-running managers for the Offering.

The public offering will be 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") and declared effective by the SEC. The proposed offering is being made only by means of an effective shelf registration statement, including a preliminary prospectus and final prospectus, copies of which may be obtained, when available, on the SEC’s website at http://www.sec.gov or 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 ecm.prospectus@evercore.com; 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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