Document and Entity Information	12 Months Ended
Document and Entity Information	Dec. 31, 2020
Document And Entity Information [Line Items]
Document Type	S-1
Amendment Flag	false
Entity Registrant Name	QUANTUMSCAPE CORP
Entity Central Index Key	0001811414
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Small Business	true

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Current assets
Cash and cash equivalents ($3,406 and $3,409 as of December 31, 2020 and 2019, respectively, for joint venture)	$ 113,216	$ 22,822
Marketable securities	884,336	107,099
Prepaid expenses and other current assets	11,616	1,255
Total current assets	1,009,168	131,176
Property and equipment, net	43,696	25,492
Right-of-use lease asset	11,712	12,942
Other assets	2,193	2,774
Total assets	1,066,769	172,384
Current liabilities
Accounts payable	5,383	2,851
Accrued liabilities	2,701	1,307
Accrued compensation	2,391	1,112
Operating lease liability, short-term	1,220	1,080
Strategic premium, short-term	655	873
Total current liabilities	12,350	7,223
Operating lease liability, long-term	11,244	12,463
Convertible preferred stock warrant liabilities		1,860
Strategic premium, long-term and other liabilities		436
Total liabilities	23,594	21,982
Commitment and contingencies (see Note 8)
Redeemable non-controlling interest	1,704	1,710
Stockholders’ equity
Preferred stock- $0.0001 par value; 100,000,000 shares authorized, none issued and outstanding at December 31, 2020 and 2019
Common stock - $0.0001 par value; 1,250,000,000 shares authorized (1,000,000,000 Class A and 250,000,000 Class B); 207,769,091 Class A and 156,224,614 Class B shares issued and outstanding at December 31, 2020, 81,720,530 Class A and 158,056,527 Class B shares issued and outstanding at December 31, 2019	36	24
Additional paid-in-capital	2,437,242	444,440
Accumulated other comprehensive (loss) income	(31)	90
Accumulated deficit	(1,395,776)	(295,862)
Total stockholders’ equity	1,041,471	148,692
Total liabilities, redeemable non-controlling interest and stockholders’ equity	$ 1,066,769	$ 172,384

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Cash and cash equivalents	$ 113,216	$ 22,822
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, authorized	100,000,000	100,000,000
Preferred stock, shares issued	0	0
Preferred stock, outstanding	0	0
Common stock, authorized	1,250,000,000	1,250,000,000
Joint Venture
Cash and cash equivalents	$ 3,406	$ 3,409
Class A Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, authorized	1,000,000,000	1,000,000,000
Common stock, issued	207,769,091	81,720,530
Common stock, outstanding	207,769,091	81,720,530
Class B Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, authorized	250,000,000	250,000,000
Common stock, issued	156,224,614	158,056,527
Common stock, outstanding	156,224,614	158,056,527

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Operating expenses:
Research and development	$ 65,103	$ 45,944
General and administrative	15,918	9,874
Total operating expenses	81,021	55,818
Loss from operations	(81,021)	(55,818)
Other (expense) income:
Interest expense	(20,765)	(94)
Interest income	1,093	3,608
Other income	760	1,041
Other expense	(999,987)
Total other (expense) income	(1,018,899)	4,555
Net loss	(1,099,920)	(51,263)
Less: Net (loss) income attributable to non-controlling interest, net of tax of $0 for the years ended December 31, 2020 and 2019	(6)	20
Net loss attributable to common stockholders	(1,099,914)	(51,283)
Net loss	(1,099,920)	(51,263)
Other comprehensive (loss) income:
Unrealized (loss) gain on marketable securities	(121)	121
Total comprehensive loss	(1,100,041)	(51,142)
Less: Comprehensive (loss) income attributable to non-controlling interest	(6)	20
Comprehensive loss attributable to common stockholders	$ (1,100,035)	$ (51,162)
Basic and Diluted net loss per share	$ (4.36)	$ (0.21)
Basic and Diluted weighted-average common shares outstanding	252,143,509	239,636,062

Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Statement [Abstract]
Net (loss) income attributable to non-controlling interest, tax	$ 0	$ 0

Consolidated Statements of Redeemable Non-Controlling Interest and Stockholders' Equity - USD ($) $ in Thousands	Total	Series F Preferred Stock	Legacy Quantum Scape Series F Preferred Stock Purchase Agreement Class A Common Stock	Convertible Preferred Stock Tranche	Convertible Preferred Stock Warrants	Cumulative Effect, Period of Adoption, Adjustment	Previously Reported	Retroactive Application of Recapitalization	Common Stock	Common Stock Series F Preferred Stock	Common Stock Legacy Quantum Scape Series F Preferred Stock Purchase Agreement Class A Common Stock	Common Stock Previously Reported	Common Stock Retroactive Application of Recapitalization	Treasury Stock Previously Reported	Treasury Stock Retroactive Application of Recapitalization	Additional Paid-In Capital	Additional Paid-In Capital Series F Preferred Stock	Additional Paid-In Capital Legacy Quantum Scape Series F Preferred Stock Purchase Agreement Class A Common Stock	Additional Paid-In Capital Convertible Preferred Stock Tranche	Additional Paid-In Capital Convertible Preferred Stock Warrants	Additional Paid-In Capital Previously Reported	Additional Paid-In Capital Retroactive Application of Recapitalization	Accumulated Deficit	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment	Accumulated Deficit Previously Reported	Accumulated Other Comprehensive Gain (Loss)	Accumulated Other Comprehensive Gain (Loss) Previously Reported
Redeemable Convertible Preferred Stock, Beginning balance at Dec. 31, 2018							$ 405,575	$ (405,575)
Redeemable Convertible Preferred Stock, Beginning balance, Shares at Dec. 31, 2018							48,390,851	(48,390,851)
Beginning balance at Dec. 31, 2018	$ 191,230						$ (214,345)	$ 405,575	$ 24			$ 1	$ 23	$ (4,189)	$ 4,189	$ 437,320					$ 35,957	$ 401,363	$ (246,083)		$ (246,083)	$ (31)	$ (31)
Redeemable Non-Controlling, Beginning balance at Dec. 31, 2018	$ 1,690						$ 1,690
Beginning balance, Shares at Dec. 31, 2018									239,158,653			11,075,476	228,083,177	438,191	(438,191)
Accounting Standards Update [Extensible List]	us-gaap:AccountingStandardsUpdate201602Member
Exercise of stock option	$ 394															394
Exercise of stock option, Shares	618,404								618,404
Stock-based compensation	$ 6,811															6,726							85
Beginning balance at Dec. 31, 2018						$ 1,419																		$ 1,419
Net loss	(51,283)																						(51,283)
Net loss, Redeemable Non-Controlling interest	20
Unrealized (loss) gain on marketable securities	121																									121
Ending balance at Dec. 31, 2019	148,692								$ 24							444,440							(295,862)			90
Redeemable Non-Controlling, Ending balance at Dec. 31, 2019	1,710
Ending balance, Shares at Dec. 31, 2019									239,777,057
Beginning balance at Dec. 31, 2019	148,692
Issuance of Series F preferred stock, net of issuance costs of $11.5 million, and settlement of associated convertible preferred stock tranche liability		$ 660,933								$ 3							$ 660,930
Issuance of stock, net of issuance costs, and settlement of associated convertible preferred stock tranche liability, Shares										28,616,093
Issuance of Class A Common Stock pursuant to Legacy Quantum Scape Series F Preferred Stock Purchase Agreement, net of issuance costs of $0.2 million			$ 99,800								$ 1							$ 99,799
Issuance of stock, net of issuance costs, Shares											15,221,334
Business Combination, net of redemptions and equity issuance costs of $53.5 million	676,439								$ 8							676,431
Business Combination, net of redemptions and equity issuance costs, Shares									78,734,745
Reclassification of Legacy QuantumScape liabilities				$ 515,394	$ 22,625														$ 515,394	$ 22,625
Exercise of stock option	$ 599															599
Exercise of stock option, Shares	646,016								646,016
Exercise of warrants, Shares									998,460
Stock-based compensation	$ 17,024															17,024
Net loss	(1,099,914)																						(1,099,914)
Net loss, Redeemable Non-Controlling interest	(6)
Unrealized (loss) gain on marketable securities	(121)																									(121)
Ending balance at Dec. 31, 2020	1,041,471								$ 36							$ 2,437,242							$ (1,395,776)			$ (31)
Redeemable Non-Controlling, Ending balance at Dec. 31, 2020	$ 1,704
Ending balance, Shares at Dec. 31, 2020									363,993,705

Consolidated Statements of Redeemable Non-Controlling Interest and Stockholders' Equity (Parenthetical) $ in Millions	12 Months Ended
	Dec. 31, 2020 USD ($)
Redemptions and equity issuance costs	$ 54.3
Series F Preferred Stock
Stock issuance costs	11.5
Class A Common Stock
Stock issuance costs	$ 0.2

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Operating activities
Net loss	$ (1,099,920)	$ (51,263)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	7,506	5,577
Amortization of right-of-use assets	1,229	1,159
Amortization of premiums and accretion of discounts on marketable securities	1,201	(1,964)
Amortization of strategic premium	(655)	(873)
Gain on property and equipment disposals	3	(90)
Stock-based compensation expense	17,024	6,811
Change in fair value of convertible preferred stock warrant liabilities	20,765	94
Change in fair value of convertible preferred stock tranche liabilities	999,865
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(9,648)	(550)
Accounts payable, accrued liabilities and accrued compensation	2,447	319
Operating lease liability	(1,080)	(951)
Net cash used in operating activities	(61,263)	(41,731)
Investing activities
Purchases of property and equipment	(24,093)	(9,846)
Proceeds from maturities of marketable securities	113,006	239,500
Purchases of marketable securities	(891,561)	(196,353)
Net cash (used in) provided by investing activities	(802,648)	33,301
Financing activities
Proceeds from exercise of stock options	599	394
Proceeds from issuance of Series F preferred stock, net of issuance costs	176,462
Proceeds from issuance of Class A Common Stock pursuant to Legacy QuantumScape Series F Preferred Stock Purchase Agreement, net of issuance costs	99,800
Business Combination, net of issuance costs paid	676,863
Net cash provided by financing activities	953,724	394
Net increase (decrease) in cash, cash equivalents and restricted cash	89,813	(8,036)
Cash, cash equivalents and restricted cash at beginning of period	25,596	33,632
Cash, cash equivalents and restricted cash at end of period	115,409	25,596
Supplemental disclosure of cash flow information
Purchases of property and equipment, accrued but not paid	4,170	$ 2,547
Business Combination transaction costs, accrued but not paid	1,016
Net assets assumed from Business Combination	$ 592

Cash, Cash Equivalents and Restricted Cash by Category - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Statement Of Cash Flows [Abstract]
Cash and cash equivalents	$ 113,216	$ 22,822
Other assets	2,193	2,774
Total cash, cash equivalents and restricted cash	$ 115,409	$ 25,596	$ 33,632

Nature of Business	12 Months Ended
Nature of Business	Dec. 31, 2020
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Nature of Business	1. Nature of Business Organization On November 25, 2020 (the “Closing Date”), Kensington Capital Acquisition Corp. (“Kensington”), a special purpose acquisition company, consummated the Business Combination Agreement (the “Business Combination Agreement”) dated September 2, 2020, by and among Kensington, Kensington Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Kensington (“Merger Sub”), and QuantumScape Battery, Inc., a Delaware corporation (f/k/a QuantumScape Corporation and f/k/a QuantumScape Subsidiary, Inc.) (“Legacy QuantumScape”). Pursuant to the terms of the Business Combination Agreement, a business combination between Kensington and Legacy QuantumScape was effected through the merger of Merger Sub with and into Legacy QuantumScape, with Legacy QuantumScape surviving as the surviving company and as a wholly-owned subsidiary of Kensington (the “Merger” and, collectively with the other transactions described in the Business Combination Agreement, the “Business Combination”). On the closing date, Kensington changed its name to QuantumScape Corporation, (the “Company”). The Company is focused on the development and commercialization of its solid-state lithium-metal batteries. Planned principal operations have not yet commenced. As of December 31, 2020, the Company has not derived revenue from its principal business activities. Beginning in March 2020, the COVID-19 pandemic and the measures imposed to contain this pandemic have disrupted and are expected to continue to impact the Company’s business. The magnitude of the impact of the COVID-19 pandemic on the Company’s productivity, results of operations and financial position, and its disruption to the Company’s business and battery development and timeline, will depend in part, on the length and severity of these restrictions and on the Company’s ability to conduct business in the ordinary course.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation

The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”).

Pursuant to the Business Combination Agreement, the merger between Merger Sub and Legacy QuantumScape was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, Kensington was treated as the “acquired” company and Legacy QuantumScape is treated as the acquirer for financial reporting purposes.

Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Legacy QuantumScape issuing stock for the net assets of Kensington, accompanied by a recapitalization. The net assets of Kensington are stated at historical cost, with no goodwill or other intangible assets recorded.

Legacy QuantumScape was determined to be the accounting acquirer based on the following predominant factors:

•

Legacy QuantumScape’s shareholders have the largest portion of voting rights in the Company;

•

the Board and Management are primarily composed of individuals associated with Legacy QuantumScape; and

•

Legacy QuantumScape was the larger entity based on historical operating activity and Legacy QuantumScape has the larger employee base at the time of the Business Combination.

The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Legacy QuantumScape. The shares and corresponding capital amounts and losses per share, prior to the Business Combination, have been retroactively restated based on shares reflecting the exchange ratio established in the Business Combination.

Immaterial Adjustments

The Company made an immaterial correcting adjustment (the “correcting adjustment”) to its Consolidated Balance Sheet and Consolidated Statement of Redeemable Non-controlling Interest and Stockholders’ Equity as of and for the year ended December 31, 2019 to reclassify the non-controlling interest of $1.7 million from total stockholders’ equity to temporary equity. This adjustment was made due to an option of the non-controlling interest holders that may require the Company to purchase their interest. The correcting adjustment has no effect on the Company’s Consolidated Statement of Operations and Comprehensive Loss or the Consolidated Statement of Cash flows for the period ended December 31, 2019.

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of commitments and contingencies at the date of the financial statements as well as reported amounts of expenses during the reporting periods. Estimates made by the Company include, but are not limited to, those related to the valuation of common stock prior to the Business Combination, valuation of convertible preferred stock warrants, and valuation of convertible preferred stock tranche liabilities, among others. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from those estimates.

Principles of Consolidation

The Company’s policy is to consolidate all entities that it controls by ownership of a majority of the outstanding voting stock. In addition, the Company consolidates entities that meet the definition of a variable interest entity (“VIE”) for which the Company is the related party most closely associated with and is the primary beneficiary. The primary beneficiary is the party who has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. For consolidated entities that are less than wholly owned, the third party’s holding of an equity interest is presented as Redeemable non-controlling interests in the Company’s Consolidated Balance Sheets and Consolidated Statements of Redeemable Non-Controlling Interest and Stockholders’ Equity. The portion of net earnings attributable to the redeemable non-controlling interests is presented as Net income (loss) attributable to non-controlling interests in the Company’s Consolidated Statements of Operations and Comprehensive Loss.

The Company was a single-legal entity prior to becoming a partner with Volkswagen in QSV Operations LLC (the “JV entity”). As noted in “Joint Venture” discussion, the Company determined the JV entity was a VIE for which it was required to consolidate the operations upon its formation in 2018. The Company continued to consolidate the operations of the JV entity in 2020 as the determination of the variable interest entity has not changed.

Joint Venture and Redeemable Non-Controlling Interest

On June 18, 2018, the JV entity was incorporated as a limited liability company. Volkswagen Group of America, Inc. (“VWGoA”), Volkswagen Group of America Investments, LLC (“VGA”) and QuantumScape executed a Joint Venture Agreement (“JVA”), effective September 2018, with the goal of jointly establishing a manufacturing facility in the United States to produce the pilot line of the Company’s product through the JV entity. Volkswagen is a related party stockholder (13.2% and 13.1% voting interest holder of the Company as of December 31, 2020 and December 31, 2019, respectively). Upon the effectiveness of the JVA, each party contributed $1.7 million in cash to capitalize the JV entity in exchange for 50% equity interests.

The joint venture is considered a variable interest entity with a related party and therefore the related party whose business is more closely related to the planned operations of the joint venture is required to consolidate the operations.

The Company determined its operations were most closely aligned with the operations of the joint venture and therefore has consolidated the results of the JV entity’s operations in its Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive Loss and Consolidated Statements of Redeemable Non-Controlling Interest and Stockholders’ Equity. The JV entity had minimal operations through December 31, 2020.

The Company classifies non-controlling interests with redemptions features that are not solely within the control of the Company within temporary equity on the Company’s Consolidated Balance Sheet in accordance with ASC 480-10-S99-3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities (“ASC 480-10-S99-3A”). The non-controlling interest was recorded outside of stockholders’ equity because the non-controlling interest provides the holder with put rights in the event of, amongst others, (a) the failure by the Company to meet specified development milestones within certain timeframes, (b) the parties to the JVA cannot agree to certain commercial terms within certain timeframes, or (c) a change of control of the Company, which such events are considered not solely within the Company’s control. The Company adjusts redeemable non-controlling interests for the portion of net earnings attributable to the redeemable non-controlling interests.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents, of which $12.2 million is held in a US government Money Market fund and marketable securities, of which $977.3 million is invested in US government and agency securities. The Company seeks to mitigate its credit risk with respect to cash and cash equivalents and marketable securities by making deposits with large, reputable financial institutions and investing in high credit rated shorter-term instruments.

Cash and Cash Equivalents and Restricted Cash

Management considers all highly liquid investments with an insignificant interest rate risk and original maturities of three months or less to be cash equivalents.

Restricted cash, if the date of availability or disbursement is longer than one year and the balances are maintained under an agreement that legally restricts the use of such funds, is not included within cash and cash equivalents and is reported within other assets.

Restricted cash is comprised of $2.2 million, of which $2.0 million is pledged as a form of security for the Company’s facility lease agreement and $0.2 million as collateral for a commercial letter of credit issued to an equipment supplier as of December 31, 2020. As of December 31, 2019, restricted cash was $2.8 million.

Marketable Securities

The Company’s investment policy is consistent with the definition of available-for-sale securities. The Company does not buy and hold securities principally for the purpose of selling them in the near future. The Company’s policy is focused on the preservation of capital, liquidity, and return. From time to time, the Company may sell certain securities, but the objectives are generally not to generate profits on short-term differences in price.

These debt securities are carried at estimated fair value with unrealized holding gains and losses included in other comprehensive loss in stockholders’ deficit until realized. Gains and losses on marketable security transactions are reported on the specific-identification method. Dividend and interest income are recognized when earned.

Fair Value Measurement

The Company applies fair value accounting for all financial assets and liabilities measured on a recurring and nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance established a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, used to determine the fair value of its financial instruments. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

•

Level 1 – Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

•

Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and liabilities.

•

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities.

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of the related asset. The estimated useful lives of assets are as follows:


Computers and hardware		3 years
Furniture and fixtures		7 years
Lab equipment		5 years
Building and improvements		25 years
Leasehold improvements		Shorter of the lease term (including estimated renewals) or the estimated useful lives of the improvements

Maintenance and repairs are charged to expense as incurred, and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the accompanying statements of operations and comprehensive loss in the period realized.

Impairment of Long-Lived Assets

The Company evaluates the carrying value of long-lived assets when indicators of impairment exist. The carrying value of a long-lived asset is considered impaired when the estimated separately identifiable, undiscounted cash flows from such an asset are less than the carrying value of the asset. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily using the estimated cash flows discounted at a rate commensurate with the risk involved. There were no material impairment charges in any of the periods presented.

Leases

The Company accounts for its leases under ASC 842, Leases. Under this guidance, lessees classify arrangements meeting the definition of a lease as operating or financing leases, and leases are recorded on the Consolidated Balance Sheet as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right-of-use asset results in front-loaded expense over the lease term. Variable lease expenses, including common maintenance fees, insurance and property tax, are recorded when incurred.

In calculating the right-of-use asset and lease liability, the Company elects to combine lease and non-lease components for all classes of assets. The Company excludes short-term leases having initial terms of 12 months or less as an accounting policy election, and instead recognizes rent expense on a straight-line basis over the lease term.

Convertible Preferred Stock

Prior to the Business Combination, the Company recorded shares of convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs. The Company applied the guidance in ASC 480-10-S99-3A and therefore classified all of its outstanding convertible preferred stock as temporary equity. The convertible preferred stock was recorded outside of stockholders’ deficit because, in the event of certain deemed liquidation events considered not solely within the Company’s control, such as a merger, acquisition and sale of all or substantially all of the Company’s assets, the convertible preferred stock would become redeemable at the option of the holders. In the event of a change of control of the Company, proceeds received from the sale of such shares would be distributed in accordance with the liquidation preferences set forth in the Company’s Amended and Restated Certificate of Incorporation.

All convertible preferred stock previously classified as temporary equity was retroactively adjusted, converted into Class A and Class B common stock, and reclassified to permanent as a result of the Business Combination. Convertible preferred stock converted into shares of Legacy QuantumScape Class A and Class B common stock and were immediately exchanged for Class A and Class B common stock of the Company, see Note 4.

In March 2016 and March 2017, Legacy QuantumScape issued shares of Legacy QuantumScape Series D convertible preferred stock to two new strategic investors and to an existing strategic investor for net proceeds of $59.7 million.

Legacy QuantumScape determined that the Legacy QuantumScape Series D convertible preferred stock share purchase agreements with these investors contained strategic terms as all of these investors had strategic interests in the Company’s technology and negotiated specific strategic terms expected to benefit these new investors, over and above the value that would be expected to be realized from the equity investment itself. Thus, the sale of the Legacy QuantumScape Series D convertible preferred stock to these investors reflected a higher price (“strategic premium”) than what a market participant who did not receive these strategic benefits would be willing to pay. Legacy QuantumScape allocated the net proceeds from these investors between the Legacy QuantumScape Series D convertible preferred stock and the strategic premium resulting in a strategic premium of $7.9 million which it recorded as a deferred liability on the balance sheet.

The strategic premium is considered akin to payment for research and development efforts. Legacy QuantumScape’s accounting policy is to record research and development effort payments as contra research and development and recorded the benefits (amortization of the strategic premium) over the estimated period of the development agreements with the investors which is re-assessed annually.

For the years ended December 31, 2020 and December 31, 2019, the Company recorded amortization of $0.7 million and $0.9 million, respectively.

Free-Standing Convertible Preferred Stock Warrants Liability

Free-standing warrants issued by Legacy QuantumScape for the purchase of shares of its convertible preferred stock were classified as liabilities on the accompanying balance sheets at fair value using an Option-Pricing Model (“OPM”). Prior to the Business Combination, the liability recorded was adjusted for changes in the fair value at each reporting date and recorded as interest expense in the accompanying Consolidated Statements of Operations and Comprehensive Loss. As a result of the Business Combination, the Legacy QuantumScape warrants converted into a warrant to purchase shares of the Company’s common stock converted at the Exchange Ratio. The Company determined the warrants to be equity classified and the fair value of the warrants upon consummation of the Business Combination, as adjusted based on the price of the underlying common stock, was reclassified to additional paid-in capital.

Segments

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance.

Research and Development Cost

Costs related to research and development are expensed as incurred.

Stock-Based Compensation

The Company measures and recognizes compensation expense for all stock-based awards made to employees, directors, and non-employees, including stock options, restricted share units and restricted shares, based on estimated fair values recognized over the requisite service period.

The fair value of options granted is estimated on the grant date using the Black-Scholes option valuation model. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation, including the expected term (weighted-average period of time that the options granted are expected to be outstanding), the volatility of the Company’s common stock, and an assumed risk-free interest rate. The Company accounts for forfeitures when they occur. The Company uses the simplified calculation of the expected life, which takes into consideration the grant’s contractual life and vesting period and assumes that all options will be exercised between the vesting date and the contractual term of the option. No awards have been issued with a market condition or other non-standard terms.

Given the lack of public market for the Company’s stock prior to the Business Combination and minimal history as a public company subsequent to the Business Combination, the estimate for volatility is based on an average of the historical volatilities of the common stock of several entities with characteristics similar to those of the Company. Since these comparable companies operate in the same industry segment, the Company expects that it would share similar characteristics, such as risks profiles, volatility, capital intensity, clientele, and market growth patterns and drivers.

The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option.

Income Taxes

The Company accounts for income taxes under an asset and liability approach. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and operating loss carryforwards, measured by applying currently enacted tax laws. Valuation allowances are provided when necessary to reduce net deferred tax assets to an amount that is more likely than not to be realized.

The Company recognizes tax liabilities based upon its estimate of whether, and the extent to which, additional taxes will be due when such estimates are more likely than not to be sustained. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained.

Comprehensive Income or Loss

The Company’s comprehensive income or loss consists of net income or loss and other comprehensive loss. Unrealized gains or losses on available-for-sale investments are included in the Company’s other comprehensive income or loss.

Net Loss per Share of Common Stock

Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period.

Diluted earnings per share adjusts basic earnings per share for the potentially dilutive impact of stock options and warrants. As the Company has reported losses for all periods presented, all potentially dilutive securities including stock options and warrants, are antidilutive and accordingly, basic net loss per share equals diluted net loss per share.

Recent Accounting Pronouncements	12 Months Ended
Recent Accounting Pronouncements	Dec. 31, 2020
New Accounting Pronouncements And Changes In Accounting Principles [Abstract]
Recent Accounting Pronouncements	3. Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This guidance introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. ASU 2016-13 also provides updated guidance regarding the impairment of available-for-sale debt securities and includes additional disclosure requirements. The Company adopted this guidance as of January 1, 2020 with no impact upon adoption. In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangement (Topic 808): clarifying the Interaction between Topic 808 and Topic 606, which clarifies that certain transactions between participants in a collaborative arrangement should be accounted for under ASC Topic 606 when the counterparty is a customer. In addition, Topic 808 precludes an entity from presenting consideration from a transaction in a collaborative arrangement as revenue from contracts with customers if the counterparty is not a customer for that transaction. The Company adopted this guidance as of January 1, 2020 with no impact upon adoption. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2021 and adoption must be as of the beginning of the Company’s annual fiscal year. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

- Definition

The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Business Combination

12 Months Ended

Dec. 31, 2020

Business Combinations [Abstract]

Business Combination

4. Business Combination

As discussed in Note 1, on November 25, 2020, the Company consummated the Business Combination Agreement dated September 2, 2020, with Legacy QuantumScape surviving the merger as a wholly owned subsidiary of the Company.

At the effective time of the Merger (the “Effective Time”), and subject to the terms and conditions of the Business Combination Agreement, each share of Legacy QuantumScape Class A common stock, par value $0.0001 per share, and each share of the Legacy QuantumScape Preferred Stock that was convertible into a share of Legacy QuantumScape Class A common stock, was canceled and converted into the right to receive the number of shares of the Company’s Class A Common Stock, $0.0001 par value per share (the “Class A Common Stock”) equal to 4.02175014920 (the “Exchange Ratio”), and each share of Legacy QuantumScape Class B common stock, par value $0.0001 per share, and each share of the Legacy QuantumScape Preferred Stock that was convertible into a share of Legacy QuantumScape Class B common stock was canceled and converted into the right to receive the number of shares of the Company’s Class B Common Stock, $0.0001 par value per share (the “Class B Common Stock,” and, together with the Class A Common Stock, the “Common Stock”) equal to the Exchange Ratio.

Upon the closing of the Business Combination, the Company’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of all classes of capital stock to 1,350,000,000 shares, $0.0001 par value per share, of which, 1,000,000,000 shares are designated as Class A Common Stock, 250,000,000 shares are designated as Class B Common Stock, and 100,000,000 shares are designated as Preferred Stock. The holder of each share of Class A common stock is entitled to one vote, and the holder of each share of Class B common stock is entitled to ten votes.

In connection with the Business Combination, a number of subscribers (each, a “Subscriber”) purchased from the Company an aggregate of 50,000,000 shares of Class A Common Stock (the “PIPE”), for a purchase price of $10.00 per share and an aggregate purchase price of $500.0 million (the “PIPE Shares”), pursuant to separate subscription agreements (each, a “Subscription Agreement”) entered into effective as of September 2, 2020.

The Business Combination is accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Kensington was treated as the “acquired” company and Legacy QuantumScape is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy QuantumScape issuing stock for the net assets of Kensington, accompanied by a recapitalization. The net assets of Kensington were stated at historical cost, with no goodwill or other intangible assets recorded.

The following table reconciles the elements of the Business Combination to the Consolidated Statement of Cash Flows and the Consolidated Statement of Redeemable Non-Controlling Interest and Stockholders’ Equity for the year ended December 31, 2020 (amounts in thousands):


	Recapitalization
Cash- Kensington trust and cash, net of redemptions	$	230,128
Cash- PIPE Financing		500,000
Non-cash net assets assumed from Kensington		592
Less: transaction costs and advisory fees		54,281

Net Business Combination	$	676,439
Less: non-cash net assets assumed from Kensington		592
Add: accrued transaction costs and advisor fees		1,016

Net cash contributions from Business Combination	$	676,863

The number of shares of common stock issued immediately following the consummation of the Business Combination:


	Number of Shares
Common stock, outstanding prior to Business Combination		23,000,000
Less: redemption of Kensington shares		15,255

Common stock of Kensington		22,984,745
Kensington Founder Shares		5,750,000
Shares issued in PIPE Financing		50,000,000
Business Combination and PIPE Financing shares - Class A common stock		78,734,745
Legacy QuantumScape shares - Class A common stock(1)		110,734,478
Legacy QuantumScape shares - Class B common stock(1)		158,301,450

Total shares of common stock immediately after Business Combination		347,770,673

(1)	The number of Legacy QuantumScape Class A common stock was determined from the 27,533,913 shares of Legacy QuantumScape Class A common stock outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio. All fractional shares were rounded down.

(2)	The number of Legacy QuantumScape Class B common stock was determined from the 39,361,342 shares of Legacy QuantumScape Class B common stock outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio. All fractional shares were rounded down.

Fair Value Measurement

12 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Fair Value Measurement

5. Fair Value Measurement

The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (amounts in thousands):


	Fair Value Measured as of December 31, 2020
	Level 1		Level 2		Level 3		Total
Assets included in:
Money market fund(1)	$	12,235	$	—	$	—	$	12,235
Marketable securities(2)		—		977,326		—		977,326

Total fair value	$	12,235	$	977,326	$	—	$	989,561


	Fair Value Measured as of December 31, 2019
	Level 1		Level 2		Level 3		Total
Assets included in:
Money market fund(1)	$	5,163	$	—	$	—	$	5,163
Marketable securities(2)		—		120,599		—		120,599

Total fair value	$	5,163	$	120,599	$	—	$	125,762

Liabilities included in:
Convertible preferred stock warrant liabilities	$	—	$	—	$	1,860	$	1,860

Total fair value	$	—	$	—	$	1,860	$	1,860

(1)	Money market funds are included in Cash and cash equivalents on the Consolidated Balance Sheet.

(2)	Marketable securities with original maturities of three months or less, in the amount of $105.2 million and $18.7 million, are included in Cash and cash equivalents on the Consolidated Balance Sheet as of December 31, 2020 and December 31, 2019, respectively.

As of December 31, 2019 and 2020, the carrying values of cash and cash equivalents, accounts payable and accrued liabilities approximate their respective fair values due to their short-term nature.

Marketable Securities

The following table summarizes, by major security type, the Company’s assets that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy. Amortized cost net of unrealized gain (loss) is equal to fair value as of December 31, 2020. The fair value as of December 31, 2020 and 2019, are as follows (amounts in thousands):


	December 31, 2020
	Amortized Cost		Unrealized Gain		Unrealized Loss			Fair Value
Level 1 securities
Money market fund	$	12,235	$	—	$	—		$	12,235
Level 2 securities
US government securities		977,357		24		(55	)		977,326

Total	$	989,592	$	24	$	(55	)	$	989,561


	December 31, 2019
	Amortized Cost		Unrealized Gain		Unrealized Loss		Fair Value
Level 1 securities
Money market fund	$	5,163	$	—	$	—	$	5,163
Level 2 securities
Repurchase agreement		13,500		—		—		13,500
US government securities		107,009		90		—		107,099

Total Level 2 securities		120,509		90		—		120,599

Total	$	125,672	$	90	$	—	$	125,762

Any realized gains and losses and interest income are included in interest income.

We regularly review our available-for-sale marketable securities in an unrealized loss position and evaluate the current expected credit loss by considering factors such as historical experience, market data, issuer-specific factors, and current economic conditions. The aggregate fair value of the 12 marketable securities in unrealized loss position was $419.2 million as of December 31, 2020, none of which have been in the continuous unrealized loss for more than twelve months. The unrealized losses were attributable to changes in interest rates that impacted the value of the investments, and not increased credit risk. Accordingly, we have not recorded an allowance for credit losses associated with these investments. As of December 31, 2019, the Company did not have any available-for-sale securities in an unrealized loss position.

The estimated amortized cost and fair value of available-for-sale securities by contractual maturity as of December 31, 2020, are as follows (amounts in thousands):


	December 31, 2020
	Amortized Cost		Fair Value
Due within one year	$	895,867	$	895,830
Due after one year and through five years		93,725		93,731

Total	$	989,592	$	989,561

Warrants

In 2011 through 2013, in connection with an equipment and loan security agreement with TriplePoint Capital, the Company issued warrants to purchase 124,586 shares of Legacy QuantumScape Series A convertible preferred stock at $2.20131 per share (“the TPC1 warrants”). The TPC1 warrants were set to expire at the later of 7 years from effective date or five years after an initial public offering or acquisition.

In January 2015, the Company entered into another equipment loan and security agreement with TriplePoint Capital. In connection with the borrowing of funds per the agreement, the Company issued warrants to purchase 129,718 shares of Legacy QuantumScape Series C convertible preferred stock at $10.40717 per share (“TPC2 warrants”). The TPC2 warrants were set to expire at the later of 2022 or five years after an initial public offering or acquisition.

In connection with the Business Combination, each outstanding and unexercised warrant (“Legacy QuantumScape Warrant”) to purchase shares of Legacy QuantumScape capital stock was automatically converted into a warrant to purchase a number of shares of the applicable class of Common Stock (such warrant, the “Exchanged Warrant”) equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Legacy QuantumScape common stock subject to such Legacy QuantumScape Warrant immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Legacy QuantumScape Warrant immediately prior to the Effective Time divided by (B) the Exchange Ratio. Accordingly, upon the closing of the Business Combination, the TPC1 warrants became warrants to purchase 501,047 shares of the Company’s Class A common stock at $0.5473 per share and the TPC2 warrants became warrants to purchase 521,693 shares of the Company’s Class A common stock at $2.5877 per share with an estimated fair value of $22.6 million. Upon the closing the Business Combination and conversion to warrants for the purchase if Class A common stock, the fair value of the TPC1 and TPC2 warrants were determined using the OPM with the following assumptions:


	At Conversion
	TPC1 Warrants			TPC2 Warrants
Option term (in years)		5			5
Volatility		70.0	%		70.0	%
Risk-free interest rate		0.39	%		0.39	%
Expected dividends		—			—
Discount for lack of marketability		—			—

In December 2020, all outstanding TPC1 and TPC2 warrants were net exercised in exchange for 998,460 shares of Class A Common stock.

As of December 31, 2019, the fair value of the TPC1 and TPC2 warrants were re-measured using the OPM with the following assumptions:


	As of December 31, 2019
	TPC1 Warrants			TPC2 Warrants
Option term (in years)		5			5
Volatility		58.5	%		45.0	%
Risk-free interest rate		1.69	%		1.69	%
Expected dividends		—			—
Discount for lack of marketability		35.0	%		35.0	%

The 5-year term was derived based on the Company’s estimation of the timing of the exercise of the warrants. Significant changes in the option term and volatility would result in a significantly higher or lower fair value measurement, respectively. As of December 31, 2019, the fair value of the TPC warrants were reported on the Company’s balance sheets as a long-term liability.

The following table presents the reconciliation of the TPC warrants measured and recorded at fair value on a recurring basis using the significant unobservable inputs described above (amounts in thousands):


	TPC1 Warrants			TPC2 Warrants			Fair Value
Balance at December 31, 2018	$	984		$	782		$	1,766
Re-measurement loss included in interest expense		52			42			94

Balance at December 31, 2019		1,036			824			1,860
Re-measurement loss included in interest expense		10,475			10,290			20,765
Reclassification to additional paid-in capital upon recapitalization		(11,511	)		(11,114	)		(22,625	)

Balance at December 31, 2020	$	—		$	—		$	—

Convertible Preferred Stock Tranche Liabilities

In May 2020 and September 2020, Legacy QuantumScape executed a stock purchase agreement and related agreements and amendments thereto, with VGA for an investment of $200 million in Legacy QuantumScape’s Series F convertible preferred stock.

The terms of the Series F Preferred Stock Purchase Agreement with VGA obligated Legacy QuantumScape to issue and sell, and VGA to purchase, up to a total of 7,569,508 shares of Series F convertible preferred stock (the “tranche shares”) at $26.4218 per share, to be funded in two tranches: (1) 3,784,754 shares of Legacy QuantumScape Series F Preferred Stock issued for $100 million on December 1, 2020 (the time-based portion of the agreement, “tranche shares 1”), and (2) 3,784,754 shares of Legacy QuantumScape Series F Preferred Stock will be issued for $100 million subject to certain conditions including the achievement of a specified technical milestone by March 31, 2021, as set forth in such agreements (“tranche shares 2”). The Company concluded that the firm commitment to issue the tranche shares met the definition of a freestanding financial instrument. As the underlying convertible preferred shares of the outstanding tranche liabilities were redeemable outside the control of the Company, the fair value of the tranche liabilities was reported on the Company’s balance sheets as a long-term liability, and the fair value change was recorded in other expense in the Consolidated Statements of Operations and Comprehensive Loss, as noted in the table below.

The Series F Preferred Stock Purchase Agreement with VGA, as amended, contains provisions pursuant to which, if the relevant closing of such Series F Preferred Stock Purchase Agreement (in whole or in part) occur only after effectiveness of the Merger, VGA agreed to purchase, and the Company agreed to issue, instead of the relevant number of shares of Legacy QuantumScape Series F Preferred Stock to be purchased at such closing, such number of shares of Class A Common Stock as would have been issued in the Merger in exchange for such shares of Legacy QuantumScape Series F Preferred Stock if they had been outstanding prior to the Merger. As a result of these provisions to issue shares of Class A Common Stock, and upon consummation of the Business Combination, the Company determine its obligation to issue Class A Common Stock pursuant to the Series F Preferred Stock Purchase Agreement was equity classified and the fair value of the tranche liabilities was reclassified to additional paid-in capital.

In August 2020, Legacy QuantumScape entered into Series F Preferred Stock Purchase Agreements and related agreements thereto with several new and existing investors, pursuant to which it agreed to sell, and the investors agreed to purchase, an aggregate of 7,115,335 shares of Legacy QuantumScape Series F Preferred Stock at $26.4218 per share for an aggregate purchase price of $188 million (tranche shares 3 and 4), of which: (1) $94.0 million was to be funded at the earlier of December 1, 2020 or a SPAC business combination (“tranche shares 3”), and (2) the remaining $94.0 million tranche (“tranche shares 4”) was to be funded at the earlier of a SPAC business combination closing or March 2021. Similar to the tranche shares to VGA, the Company concluded that the firm commitment to issue the incremental tranche shares 3 and 4 met the definition of a freestanding financial instrument.

Pursuant to the terms of these Series F Preferred Stock Purchase Agreements, funding of the tranche shares 3 and 4 occurred concurrent with the closing of the Business Combination. Upon funding and issuance of the 7,115,335 shares of Legacy QuantumScape Series F Preferred Stock, the convertible preferred stock tranche liability associated with tranche shares 3 and 4 was settled and the fair value of the tranche liability was recorded as redeemable convertible preferred stock.

The Company remeasured all tranche share liabilities as of closing date of the Business Combination based on the closing market price of Kensington immediately prior to the Business Combination. The fair value of the Legacy QuantumScape’s Series F convertible preferred stock tranches was calculated based on the traded stock price of Kensington at November 25, 2020 of $23.50, adjusted for the Exchange Ratio, less the Series F exercise price of $26.42.

The following table presents the reconciliation of the Series F convertible preferred tranche liabilities measured and recorded at fair value on a recurring basis using the significant unobservable inputs described above (amounts in thousands):


	Fair Value
Balance at December 31, 2019	$	—
Issuance and re-measurement loss recorded in other expense		999,865
Issuance of Legacy QuantumScape Series F Preferred Stock—tranche shares 3 and 4		(484,471	)
Reclassification to additional paid-in capital upon Closing of the Business Combination - tranche shares 1 and 2		(515,394	)

Balance at December 31, 2020	$	—

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Property and Equipment

12 Months Ended

Dec. 31, 2020

Property Plant And Equipment [Abstract]

Property and Equipment

6. Property and Equipment

Property and equipment at December 31, 2020 and 2019, consisted of the following (amounts in thousands):


	December 31,
	2020			2019
Computers and hardware	$	624		$	598
Furniture and fixtures		10,099			4,755
Lab equipment		37,051			25,919
Leasehold improvements		12,154			12,005
Construction-in-progress		16,078			8,610

		76,006			51,887
Accumulated depreciation and amortization		(32,310	)		(26,395	)

Property and equipment, net	$	43,696		$	25,492

Depreciation and amortization expense related to property and equipment was $7.5 million and $5.6 million for the years ended December 31, 2020 and 2019, respectively.

Leases

12 Months Ended

Dec. 31, 2020

Leases [Abstract]

Leases

7. Leases

The Company currently leases its headquarters under a single lease classified as an operating lease expiring in January 2023. Fixed rent escalates each year and the Company is responsible for a portion of the landlord’s operating expenses such as property tax, insurance and common area maintenance. Under the lease, the Company has one 60-month renewal option, which has been included in the calculation of lease liabilities and right of use assets at the adoption date of the lease accounting standard on January 1, 2019, as the exercise of the option was reasonably certain. As the renewal rent has not been negotiated, the Company used an estimated rent rate which approximated the fair market rent at adoption for the extension period. This lease does not have any contingent rent payments and does not contain residual value guarantees.

The Company does not have any leases classified as financing leases during the years ended December 31, 2020 and 2019.

The components of lease related expense are as follows (amounts in thousands):


	Year Ended December 31,
Operating leases	2020		2019
Operating lease cost	$	2,143	$	2,143
Variable lease cost		409		425

Operating lease expense	$	2,552	$	2,568

The components of supplemental cash flow information related to leases are as follows (amounts in thousands):


	Year Ended December 31,
	2020		2019
Operating cash flows—operating leases	$	1,994	$	1,936
Right-of-use assets obtained in exchange for operating lease liabilities	$	—	$	14,100


	Year Ended December 31,
	2020			2019
Weighted-average remaining lease term—operating leases (in years)		7.1			8.1
Weighted-average discount rate—operating leases		7.00	%		7.00	%

As of December 31, 2020, future minimum payments during the next five years and thereafter are as follows (amounts in thousands):


	Operating Leases
Year Ended December 31, 2021	$	2,053
Year Ended December 31, 2022		2,115
Year Ended December 31, 2023		2,301
Year Ended December 31, 2024		2,318
Year Ended December 31, 2025		2,318
Thereafter		4,828

Total		15,933
Less present value discount		(3,469	)

Operating lease liabilities	$	12,464

The Company’s lease agreement does not provide an implicit rate, so the Company used an estimated incremental borrowing rate, which was derived from third-party information available at the time the Company adopted ASC 842, Leases, in determining the present value of lease payments. The rate used is for a secured borrowing of a similar term as the lease.

Sublease

In May 2017, the Company entered into an agreement to sublet approximately 15,000 square feet of the Company’s leased space for the sublease term of 3 years. In March 2018, the sublease agreement was amended to add approximately another 11,000 square feet to the sublease. The Company received $0.9 million for the years ended December 31, 2019 in sublease income and the amounts have been recorded in other income (expense). The sublease was terminated at the end of 2019.

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2020
Commitments And Contingencies Disclosure [Abstract]
Commitments and Contingencies	8. Commitments and Contingencies From time to time, and in the ordinary course of business, the Company may be subject to certain claims, charges and litigation concerning matters arising in connection with the conduct of the Company’s business activities. On December 11, 2020, a putative class action lawsuit was filed by a purported QuantumScape warrantholder (Index No. 656963/2020 (Sup. Ct. N.Y. Cnty.)) against the Company and Continental Stock Transfer & Trust Company. The complaint alleges, among other things, that the plaintiff is entitled to exercise warrants within 30 days of Closing. The complaint also alleges that the proxy statement/prospectus/information statement dated September 21, 2020 and November 12, 2020 is misleading and/or omits material information concerning the exercise of the warrants. The complaint generally seeks, among other things, the ability to exercise the warrants within 30 days of Closing. QuantumScape removed the case to federal court, Case No. 1:20-cv-10842 (S.D.N.Y.). On December 24, 2020, a lawsuit was filed by three purported QuantumScape warrantholders (Index No. 657256/2020 (Sup. Ct. N.Y. Cnty.)) against the Company. The complaint alleges, among other things, that the plaintiffs are entitled to exercise warrants within 30 days of Closing. The complaint also alleges that the proxy statement/prospectus/information statement dated September 21, 2020 and November 12, 2020 is misleading and/or omits material information concerning the exercise of the warrants. The complaint generally seeks, among other things, the ability to exercise the warrants within 30 days of Closing. Between January 5 and January 8, 2021, three putative class action lawsuits were filed by purported purchasers of QuantumScape securities. (Case No. 3:21-cv-00058-WHO (N.D. Cal. filed January 5, 2021); Case No. 4:21-cv-00070-JST (N.D. Cal. filed January 6, 2021); and Case No. 3:21-cv-00150-VC (N.D. Cal. filed January 8, 2021)) against the Company and its Chief Executive Officer or against the Company and certain members of management and the Board of Directors, and VGA. All three complaints allege that the defendants purportedly made false and/or misleading statements and failed to disclose material adverse facts about QuantumScape’s business, operations, and prospects, including information regarding the Company’s battery technology. The complaints allege a purported class that includes persons who purchased or acquired QuantumScape securities on certain dates. A shareholder derivative suit was also filed against 11 officers and directors of the Company: Case No. 3:21-cv-00989 (N.D. Cal. filed February 8, 2021). QuantumScape is the nominal defendant. The suit alleges that the individual defendants breached various duties to the Company and contains additional similar allegations based on the same general allegations in the class action complaints described immediately above. VGA was also named as a defendant in the derivative suit. For many legal matters, particularly those in early stages, the Company cannot reasonably estimate the possible loss (or range of loss), if any. The Company records an accrual for legal matters at the time or times it determines that a loss is both probable and reasonably estimable. Amounts accrued as of December 31, 2020 were not material. Regarding matters for which no accrual has been made (including the potential for losses in excess of amounts accrued), the Company currently believes, based on its own investigations, that any losses (or ranges of losses) that are reasonably possible and estimable will not, in the aggregate, have a material adverse effect on its financial position, results of operations, or cash flows. However, the ultimate outcome of legal proceedings involves judgments, estimates, and inherent uncertainties and cannot be predicted with certainty. Should the ultimate outcome of any legal matter be unfavorable, the Company’s business, financial condition, results of operations, or cash flows could be materially and adversely affected. The Company may also incur substantial legal fees, which are expensed as incurred, in defending against legal claims.

Stockholders' Equity

12 Months Ended

Dec. 31, 2020

Stockholders Equity Note [Abstract]

Stockholders' Equity

9. Stockholders’ Equity

As of December 31, 2020, 1,350,000,000 shares, $0.0001 par value per share are authorized, of which, 1,000,000,000 shares are designated as Class A Common Stock, 250,000,000 shares are designated as Class B Common Stock, and 100,000,000 shares are designated as Preferred Stock.

Common Stock

Holders of the common stock are entitled to dividends when, as, and if, declared by the Company’s Board of Directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. As of December 31, 2020, the Company had not declared any dividends. The holder of each share of Class A common stock is entitled to one vote, and the holder of each share of Class B common stock is entitled to ten votes. All common stock outstanding as of December 31, 2020 consists of 207,769,091 Class A common stock and 156,224,614 Class B common stock.

Warrants

At December 31, 2020, there are 18,149,989 warrants outstanding.

As part of Kensington’s initial public offering, 11,499,989 warrants were sold (the “Public Warrants”). 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 are listed on the NYSE under the symbol “QS.WS.”

The Company may call the Public Warrants for redemption 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 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 6,650,000 warrants (the “Private Placement Warrants and Working Capital Warrants) with Kensington’s sponsor. 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 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 be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants.

The Public Warrants and Private Placement Warrants were determined to be equity classified in accordance with ASC 815, Derivatives and Hedging.

On February 13, 2021 the Warrant Agreement, dated June 25, 2020, by and between the Company and Continental Stock Transfer & Trust Company, 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 are now exercisable starting on March 5, 2021, at which time holders of Public Warrants may exercise 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 remain unchanged; the Company may not redeem Public Warrants before July 30, 2021. The terms for the Private Placement Warrants and Working Capital Warrants remain unchanged.

Legacy QuantumScape Series F Convertible Preferred Stock

As further described in Note 5 (Fair Value), in May 2020 and September 2020, Legacy QuantumScape and VGA entered into a Series F Preferred Stock Purchase Agreement and related agreements and amendments thereto, and in August 2020, Legacy QuantumScape and several new and existing investors entered into Series F Preferred Stock Purchase Agreements and related agreements thereto, pursuant to which Legacy QuantumScape agreed to sell, and VGA and other investors agreed to purchase, up to an aggregate 14,684,843 shares of Legacy QuantumScape Series F Preferred Stock at $26.4218 per share for an aggregate purchase price of $388 million (the “Series F Preferred Stock Purchase Agreements”). As previously mentioned, the Series F Preferred Stock Purchase Agreement with VGA, as amended, contains provisions pursuant to which, if the relevant closing of such Series F Preferred Stock Purchase Agreement (in whole or in part) occur only after effectiveness of the Business Combination, VGA agreed to purchase, and Kensington agreed to issue, instead of the relevant number of shares of Legacy QuantumScape Series F Preferred Stock to be purchased at such closing, such number of shares of Class A Common Stock as would have been issued in the Business Combination in exchange for such shares of Legacy QuantumScape Series F Preferred Stock if they had been outstanding prior to the Business Combination.

Pursuant to the terms of the Series F Preferred Stock Purchase Agreements Legacy QuantumScape issued 7,115,335 shares of Series F Preferred Stock for an aggregate purchase price of $188.0 million, net of issuance costs of $11.5 million, concurrent with the closing of the Business Combination, and the Company issued 15,221,334 shares of Class A Common stock to VGA for $100.0 million on December 1, 2020. As of December 31, 2020, VGA’s commitment to purchase 15,221,334 shares of Class A Common Stock for $100.0 million subject to certain conditions including the achievement of a specified technical milestone by March 31, 2020, is outstanding.

The Company concluded that the firm commitment to issue the tranche shares to VGA and the other investors met the definition of a freestanding financial instrument (as described in Note 5). Prior to the Business Combination, as the underlying convertible preferred shares of the outstanding tranche liabilities were redeemable outside the control of the Company, the fair value of the tranche liabilities was reported on the Legacy QuantumScape’s balance sheets as a long-term liability, and the change in fair value was recorded in other expense in the Consolidated Statements of Operations and Comprehensive Loss. Upon consummation of the Business Combination, the tranche liabilities were reclassified to additional paid-in capital.

Equity Incentive Plans

Prior to the Business Combination, the Company maintained its 2010 Equity Incentive Plan (the 2010 Plan), under which the Company granted options and restricted share units to purchase or directly issue shares of common stock to employees, directors, and non-employees.

Upon closing of the Business Combination, awards under the 2010 Plan were converted at the Exchange Ratio and assumed into the 2020 Equity Incentive Award Plan (the 2020 Plan). The 2020 Plan permits the granting of awards in the form of incentive stock options, nonqualified stock options, stock appreciation rights, restricted shares, restricted share units and performance awards to employees, directors, and non-employees.

As of December 31, 2020, 41,500,000 shares of Class A Common Stock are authorized for issuance pursuant to awards under the 2020 Plan, plus any shares of Class A Common Stock subject to stock options, restricted stock units or other awards that were assumed in the Business Combination and terminate as a result of being unexercised or are forfeited or repurchased by the Company, with the maximum number of shares to be added to the 2020 Plan equal to 69,846,580 shares of Class A Common Stock. As of December 31, 2020, 59,625,395 shares of Class A Common Stock are available for future issuance under the 2020 Plan.

Options may be granted at a price per share not less than 100% of the fair market value at the date of grant. If the option is granted to a 10% stockholder, then the purchase or exercise price per share shall not be less than 110% of the fair market value per share of the common stock on the grant date. Options granted generally vest over a period of four years and have ten-year contractual terms.

Stock Options

Stock option activity under the Plans are as follows:


	Number of Shares Outstanding			Weighted Average Exercise Price			Weighted Average Remaining Contractual Term (Years)		Intrinsic value (in thousands)
Balance at December 31, 2018 (as previously reported)		11,112,466		$	4.15			6.44
Conversion of awards due to recapitalization		33,578,834			(3.12	)

Balance at December 31, 2018, effect of reverse acquisition		44,691,300			1.03			6.44
Granted		11,955,658			2.38
Cancelled and forfeited		(571,664	)		1.43
Exercised		(618,404	)		0.64

Balance at December 31, 2019		55,456,890		$	1.32			6.32
Granted		3,866,992			5.08
Cancelled and forfeited		(3,361,530	)		0.85
Exercised		(646,016	)		0.93

Balance at December 31, 2020		55,316,336		$	1.62			5.77	$	4,582,001

Vested and exercisable - December 31, 2020		41,944,514		$	1.17			4.88	$	3,493,198

There were 646,016 options exercised during the year ended December 31, 2020 at the aggregate intrinsic value of $3.5 million.

Options with a fair value of $9.1 million and $6.8 million vested in 2020 and 2019, respectively.

Additional information regarding options outstanding at December 31, 2020, is as follows:


Range of Exercise Price per Share	Number of Options Outstanding			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
	$	0.11—$0.64	10,380,188	$	0.40		1.56
	$	1.05—$1.35	28,295,781		1.25		5.57
	$	2.38	13,953,743		2.38		8.56
	$	6.23	2,686,624		6.23		9.68

			55,316,336	$	1.62		5.77

Stock-based compensation expense is based on the grant-date fair value. The Company recognizes compensation expense for all stock-based awards on a straight-line basis over the requisite service period of the awards, which is generally the option vesting term of four years.

As of December 31, 2020, the Company had stock-based compensation of $22.0 million related to unvested stock options not yet recognized that are expected to be recognized over an estimated weighted average period of 3.1 years.

The following weighted average assumptions were used as inputs to the Black-Scholes OPM in determining the estimated grant-date fair value of the Company’s stock options to employees:


	Year Ended December 31,
	2020			2019
Volatility		70.00	%		70.00	%
Risk-free interest rate		0.39	%		1.92	%
Expected term (in years)		6.08			6.02
Expected dividend		—			—
Weighted average fair value at grant date	$	2.67		$	1.50

Restricted Stock Units

Restricted stock unit activity under the Plans are as follows:


	Number of Restricted Stock Units		Weighted Average grant date fair value
Balance at December 31, 2019		—	$	—
Granted		13,913,076		8.94

Balance at December 31, 2020		13,913,076	$	8.94

Vested—December 31, 2020		—

As of December 31, 2020, unrecognized compensation costs related to Restricted Stock Units granted were $116.8 million and are expected to be recognized over a weighted average period of 3.5 years.

Total stock-based compensation expense recognized in the accompanying Consolidated Statements of Operations and Comprehensive Loss for all equity awards is as follows (amounts in thousands):


	Year Ended December 31,
	2020		2019
Research and development	$	9,889	$	4,115
General and administrative		7,135		2,696

Total stock-based compensation expense	$	17,024	$	6,811

Earnings (Loss) Per Share

12 Months Ended

Dec. 31, 2020

Earnings Per Share [Abstract]

Earnings (Loss) Per Share

10. Earnings (Loss) Per Share

Basic and diluted earnings per share are the same for each class of common stock because they are entitled to the same liquidation and dividend rights. The following table sets forth the computation of basic and diluted loss per Class A common stock and Class B common stock (amounts in thousands, except share and per share amounts):


	Year Ended December 31,
	2020			2019
Numerator:
Net loss attributable to common stockholders	$	(1,099,914	)	$	(51,283	)
Denominator:
Weighted average Class A and Class B common shares outstanding—Basic and Diluted		252,143,509			239,636,062

Net loss per share attributable to Class A and Class B Common stockholders—Basic and Diluted	$	(4.36	)	$	(0.21	)

Basic and diluted earnings per share was the same for each period presented as the inclusion of all potential Class A common stock and Class B common stock outstanding would have been anti-dilutive.

The following table presents the potential common stock outstanding that was excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive:


	Year Ended December 31,
	2020		2019
Warrants		18,149,989		1,022,740
Options outstanding		55,316,336		55,456,890
Restricted stock units		13,913,076		—
VGA contingent purchase commitment (1)		15,221,334		—

Total		102,600,735		56,479,630

(1)	This refers to VGA’s commitment to purchase 15,221,334 shares of Class A Common Stock for $100.0 million subject to certain conditions including the achievement of a specified technical milestone by March 31, 2020. See Note 9 for more information.

Joint Venture and Redeemable Non-Controlling Interest

12 Months Ended

Dec. 31, 2020

Joint Venture And Non Controlling Interest [Abstract]

Joint Venture and Redeemable Non-Controlling Interest

11. Joint Venture and Redeemable Non-Controlling Interest

As described in Note 2, on September 11, 2018, the Company entered into a JVA with VWGoA and VGA and formed the JV entity. The Company determined the entity was a variable interest entity with a related party, and the Company’s operations were more closely associated with the JV entity. As such, the Company consolidates the JV entity for financial reporting purposes, and a non-controlling interest is recorded for VGA’s interest in the net assets and operations of QSV operations to the extent of the VGA investment. The Company’s Consolidated Balance Sheet includes $3.4 million cash and cash equivalents and less than $0.1 million of prepaid expenses of the JV entity at December 31, 2020 ($3.4 million and less than $0.1 million, respectively at December 31, 2019). Although the Company has consolidated the net assets of the JV entity, it has no right to the use of those assets for its standalone operations.

The following table sets forth the change in redeemable non-controlling interest for years ended December 31, 2020 and 2019 (amounts in thousands):


	Redeemable Non-Controlling Interest
Balance at December 31, 2018	$	1,690
Net income attributable to redeemable non-controlling interest in consolidated JV		20

Balance at December 31, 2019	$	1,710
Net loss attributable to redeemable non-controlling interest in consolidated JV		(6	)

Balance at December 31, 2020	$	1,704

On May 14, 2020, the Company amended the JVA and other related agreements regarding the JV entity in connection with VGA’s investment of $200.0 million in the Company’s Series F convertible preferred stock as described in Note 9. The Company determined the amendments represented a reconsideration event and determined that the JV entity is still a variable interest entity. As the significance and nature of the business of the JV entity continues to be more aligned with the core business of the Company and the Company continues to absorb a majority of the variability associated with the JV entity’s anticipated economic performance, the Company continues to be the related party most closely associated with the JV entity.

In September 2020, the Company entered into an agreement with VWGoA under which the Company agreed to reserve $134.0 million from the aggregate proceeds of the Series F Preferred Stock Financings and the Business Combination to fund its expected equity contributions to the JV entity, which amounts are included in Marketable securities in the accompanying Consolidated Balance Sheet as of December 31, 2020.

Income Taxes

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Income Taxes

12. Income Taxes

The Company has no provision for income taxes for the years ended December 31, 2020 and 2019. The Company has no current tax expense from losses and no deferred expense from the valuation allowance.

A reconciliation from U.S. statutory rate of 21% to the effective rate is as follows:


	Year Ended December 31,
	2020			2019
Federal Statutory rate		21.0	%		21.0	%
State tax expense		0.0	%		7.0	%
Permanent tax items		(0.3	%)		(2.2	%)
R&D tax credit		0.4	%		4.5	%
Other		(0.3	%)		0.0	%
Change to valuation allowance		(1.7	%)		(30.4	%)
Change in fair value of Series F tranche liabilities		(19.1	%)		0.0	%

Effective tax rate		0.0	%		0.0	%

Significant components of the Company’s net deferred tax assets as of December 31, 2020 and 2019, are as follows (amounts in thousands):


	Year Ended December 31,
	2020			2019
Deferred tax assets:
Net operating losses	$	88,392		$	71,374
Tax credits		16,314			10,219
Accruals and stock-based compensation		3,313			4,671
Lease liability		2,621			3,796
Intangibles		1,413			90

Gross deferred tax assets		112,053			90,150
Valuation allowance		(105,781	)		(85,677	)

Total deferred tax assets	$	6,272		$	4,473

Deferred tax liabilities:
Right of use assets	$	(2,463	)		(3,627	)
Fixed assets		(3,809	)		(846	)

Total deferred tax liabilities		(6,272	)		(4,473	)

Total net deferred tax assets	$	—		$	—

Recognition of deferred tax assets is appropriate when realization of such assets is more likely than not. Based upon the weight of available evidence, which includes the Company’s historical operating performance, cumulative net losses, and projected future losses, the Company has provided a full valuation allowance against its deferred tax assets. The Company’s valuation allowance increased by $20.1 million and $14.3 million for the years ended December 31, 2020 and 2019, respectively. A reconciliation of the beginning and ending balances of the valuation allowance is as follows (amounts in thousands):


	Year Ended December 31,
	2020			2019
Beginning of the year	$	(85,677	)	$	(71,340	)
Increase		(20,104	)		(14,337	)

End of the year	$	(105,781	)	$	(85,677	)

At December 31, 2020, the Company had federal and state net operating loss carryforwards of approximately $340.7 million and $231.2 million, respectively. The federal net operating loss carryforwards of $170.3 million generated prior to 2018 will expire at various dates beginning in 2030, if not utilized. We have federal net operating loss carryforwards of $170.4 million, which can be carried forward indefinitely. The state net operating loss carryforwards of $231.2 million will expire at various dates beginning in 2030, if not utilized.

Section 382 and Section 383 of the Internal Revenue Code and similar provisions under state law has limitations on federal and state net operating loss carryforwards and research and development credit carryforwards. The Tax Reform Act contains provisions that limit the federal net operating loss carryforwards that may be used in any given year in the event of special occurrences, including significant ownership changes. A Section 382 “ownership change” generally occurs if one or more stockholders or groups of stockholders, who own at least 5% of the Company’s stock, increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. The Company performed the analysis and determined that it has experienced an ownership change in December 2010 and in August 2012 as a result of the preferred stock financing rounds. The federal and state net operating loss carryforwards and research and development credit carryforwards are not subject to significant limitations under Section 382 and Section 383 of the Internal Revenue Code and similar provisions under state law.

On September 9, 2019, the Treasury Department and the IRS issued proposed regulations under Section 382 of the Internal Revenue Code which, if finalized, will severely limit the ability of corporations to avail themselves of NOLs following an ownership change. Specifically, the regulations would eliminate a safe harbor established in Notice 2003-65 that allows corporations to increase their Section 382 limitation by the gain inherent in their assets, even if those assets were not actually sold. The Company performed the analysis and determined that it has experienced an ownership change in December 2010 and in August 2012 as a result of the preferred stock financing rounds.

As of December 31, 2020, the Company also has Federal and California research and development credits of $13.4 million and $11.3 million, respectively. The federal tax credit carryforwards will expire beginning in 2031, if not utilized. The state tax credit carryforwards do not expire.

The Company records unrecognized tax benefits in accordance with ASC 740-10, Income Taxes. ASC 740-10 which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in the Company’s income tax return and also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company had total unrecognized tax benefits of $6.6 million and $7.1 million as of December 31, 2020 and 2019, respectively.

A reconciliation of the beginning and ending balances of unrecognized tax benefits is as follows (amounts in thousands):


	Year Ended December 31,
	2020			2019
Beginning of the year	$	7,076		$	5,372
Increase—current year positions		1,553			1,704
Increase—prior year positions		193			—
Decrease—prior year positions		(2,247	)		—

End of the year	$	6,575		$	7,076

Due to the Company’s full valuation allowance, the unrecognized tax benefits would not materially impact the Company’s effective tax rate when recognized. The Company does not anticipate the total amounts of unrecognized tax benefits will significantly increase or decrease in the next 12 months.

The Company’s policy is to classify interest and penalties associated with uncertain tax positions, if any, as a component of its income tax provision. For the years ended December 31, 2020 and 2019, the Company had no interest or penalties related to unrecognized tax benefits.

The federal and state income tax returns are open under the statute of limitations subject to tax examinations for the tax years ended December 31, 2017 through December 31, 2019 and December 31, 2016 through December 31, 2019, respectively. To the extent the Company has tax attribute carryforwards, the tax year in which the attribute was generated may still be adjusted upon examination by the IRS or state tax authorities to the extent utilized in a future period.

The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) signed in to law on March 27, 2020, provided that net operating losses (“NOLs”) generated in a taxable year beginning in 2018, 2019, or 2020, may now be carried back five years and forward indefinitely. In addition, the 80% taxable income limitation is temporarily removed, allowing NOLs to fully offset net taxable income. The CARES Act did not materially impact the Company’s tax position.

Section 2301 of the CARES Act provides Employee Retention Credit, a fully refundable tax credit for employers equal to 50 percent of qualified wages that Eligible Employers pay their employees. In 2020, the Company claimed $0.9 million of employee retention credit that reduces the payroll tax expense.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Related Party Agreements	12 Months Ended
Related Party Agreements	Dec. 31, 2020
Related Party Transactions [Abstract]
Related Party Agreements	13. Related Party Agreements Joint Venture Agreement In September 11, 2018, the Company entered into a JVA with VWGoA and VGA as described in Note 2. In connection with this agreement, the parties also have entered into two operating agreements: (i) the Limited Liability Company Agreement of the JV entity to govern the respective rights and obligations as Members of the JV entity and (ii) the Common IP License Agreement for the Company to license certain intellectual property rights pertaining to automotive battery cells as defined in the JVA to VWGoA, VGA and the JV Entity.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”).

Pursuant to the Business Combination Agreement, the merger between Merger Sub and Legacy QuantumScape was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, Kensington was treated as the “acquired” company and Legacy QuantumScape is treated as the acquirer for financial reporting purposes.

Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Legacy QuantumScape issuing stock for the net assets of Kensington, accompanied by a recapitalization. The net assets of Kensington are stated at historical cost, with no goodwill or other intangible assets recorded.

Legacy QuantumScape was determined to be the accounting acquirer based on the following predominant factors:

•

Legacy QuantumScape’s shareholders have the largest portion of voting rights in the Company;

•

the Board and Management are primarily composed of individuals associated with Legacy QuantumScape; and

•

Legacy QuantumScape was the larger entity based on historical operating activity and Legacy QuantumScape has the larger employee base at the time of the Business Combination.

The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Legacy QuantumScape. The shares and corresponding capital amounts and losses per share, prior to the Business Combination, have been retroactively restated based on shares reflecting the exchange ratio established in the Business Combination.

Immaterial Adjustments

Immaterial Adjustments

The Company made an immaterial correcting adjustment (the “correcting adjustment”) to its Consolidated Balance Sheet and Consolidated Statement of Redeemable Non-controlling Interest and Stockholders’ Equity as of and for the year ended December 31, 2019 to reclassify the non-controlling interest of $1.7 million from total stockholders’ equity to temporary equity. This adjustment was made due to an option of the non-controlling interest holders that may require the Company to purchase their interest. The correcting adjustment has no effect on the Company’s Consolidated Statement of Operations and Comprehensive Loss or the Consolidated Statement of Cash flows for the period ended December 31, 2019.

Use of Estimates

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of commitments and contingencies at the date of the financial statements as well as reported amounts of expenses during the reporting periods. Estimates made by the Company include, but are not limited to, those related to the valuation of common stock prior to the Business Combination, valuation of convertible preferred stock warrants, and valuation of convertible preferred stock tranche liabilities, among others. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from those estimates.

Principles of Consolidation

Principles of Consolidation

The Company’s policy is to consolidate all entities that it controls by ownership of a majority of the outstanding voting stock. In addition, the Company consolidates entities that meet the definition of a variable interest entity (“VIE”) for which the Company is the related party most closely associated with and is the primary beneficiary. The primary beneficiary is the party who has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. For consolidated entities that are less than wholly owned, the third party’s holding of an equity interest is presented as Redeemable non-controlling interests in the Company’s Consolidated Balance Sheets and Consolidated Statements of Redeemable Non-Controlling Interest and Stockholders’ Equity. The portion of net earnings attributable to the redeemable non-controlling interests is presented as Net income (loss) attributable to non-controlling interests in the Company’s Consolidated Statements of Operations and Comprehensive Loss.

The Company was a single-legal entity prior to becoming a partner with Volkswagen in QSV Operations LLC (the “JV entity”). As noted in “Joint Venture” discussion, the Company determined the JV entity was a VIE for which it was required to consolidate the operations upon its formation in 2018. The Company continued to consolidate the operations of the JV entity in 2020 as the determination of the variable interest entity has not changed.

Joint Venture and Redeemable Non-Controlling Interest

Joint Venture and Redeemable Non-Controlling Interest

On June 18, 2018, the JV entity was incorporated as a limited liability company. Volkswagen Group of America, Inc. (“VWGoA”), Volkswagen Group of America Investments, LLC (“VGA”) and QuantumScape executed a Joint Venture Agreement (“JVA”), effective September 2018, with the goal of jointly establishing a manufacturing facility in the United States to produce the pilot line of the Company’s product through the JV entity. Volkswagen is a related party stockholder (13.2% and 13.1% voting interest holder of the Company as of December 31, 2020 and December 31, 2019, respectively). Upon the effectiveness of the JVA, each party contributed $1.7 million in cash to capitalize the JV entity in exchange for 50% equity interests.

The joint venture is considered a variable interest entity with a related party and therefore the related party whose business is more closely related to the planned operations of the joint venture is required to consolidate the operations.

The Company determined its operations were most closely aligned with the operations of the joint venture and therefore has consolidated the results of the JV entity’s operations in its Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive Loss and Consolidated Statements of Redeemable Non-Controlling Interest and Stockholders’ Equity. The JV entity had minimal operations through December 31, 2020.

The Company classifies non-controlling interests with redemptions features that are not solely within the control of the Company within temporary equity on the Company’s Consolidated Balance Sheet in accordance with ASC 480-10-S99-3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities (“ASC 480-10-S99-3A”). The non-controlling interest was recorded outside of stockholders’ equity because the non-controlling interest provides the holder with put rights in the event of, amongst others, (a) the failure by the Company to meet specified development milestones within certain timeframes, (b) the parties to the JVA cannot agree to certain commercial terms within certain timeframes, or (c) a change of control of the Company, which such events are considered not solely within the Company’s control. The Company adjusts redeemable non-controlling interests for the portion of net earnings attributable to the redeemable non-controlling interests.

Concentrations of Credit Risk

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents, of which $12.2 million is held in a US government Money Market fund and marketable securities, of which $977.3 million is invested in US government and agency securities. The Company seeks to mitigate its credit risk with respect to cash and cash equivalents and marketable securities by making deposits with large, reputable financial institutions and investing in high credit rated shorter-term instruments.

Cash and Cash Equivalents and Restricted Cash

Cash and Cash Equivalents and Restricted Cash

Management considers all highly liquid investments with an insignificant interest rate risk and original maturities of three months or less to be cash equivalents.

Restricted cash, if the date of availability or disbursement is longer than one year and the balances are maintained under an agreement that legally restricts the use of such funds, is not included within cash and cash equivalents and is reported within other assets.

Restricted cash is comprised of $2.2 million, of which $2.0 million is pledged as a form of security for the Company’s facility lease agreement and $0.2 million as collateral for a commercial letter of credit issued to an equipment supplier as of December 31, 2020. As of December 31, 2019, restricted cash was $2.8 million.

Marketable Securities

Marketable Securities

The Company’s investment policy is consistent with the definition of available-for-sale securities. The Company does not buy and hold securities principally for the purpose of selling them in the near future. The Company’s policy is focused on the preservation of capital, liquidity, and return. From time to time, the Company may sell certain securities, but the objectives are generally not to generate profits on short-term differences in price.

These debt securities are carried at estimated fair value with unrealized holding gains and losses included in other comprehensive loss in stockholders’ deficit until realized. Gains and losses on marketable security transactions are reported on the specific-identification method. Dividend and interest income are recognized when earned.

Fair Value Measurement

Fair Value Measurement

The Company applies fair value accounting for all financial assets and liabilities measured on a recurring and nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance established a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, used to determine the fair value of its financial instruments. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

•

Level 1 – Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

•

Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and liabilities.

•

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities.

Property and Equipment

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of the related asset. The estimated useful lives of assets are as follows:


Computers and hardware		3 years
Furniture and fixtures		7 years
Lab equipment		5 years
Building and improvements		25 years
Leasehold improvements		Shorter of the lease term (including estimated renewals) or the estimated useful lives of the improvements

Maintenance and repairs are charged to expense as incurred, and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the accompanying statements of operations and comprehensive loss in the period realized.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

The Company evaluates the carrying value of long-lived assets when indicators of impairment exist. The carrying value of a long-lived asset is considered impaired when the estimated separately identifiable, undiscounted cash flows from such an asset are less than the carrying value of the asset. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily using the estimated cash flows discounted at a rate commensurate with the risk involved. There were no material impairment charges in any of the periods presented.

Leases

Leases

The Company accounts for its leases under ASC 842, Leases. Under this guidance, lessees classify arrangements meeting the definition of a lease as operating or financing leases, and leases are recorded on the Consolidated Balance Sheet as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right-of-use asset results in front-loaded expense over the lease term. Variable lease expenses, including common maintenance fees, insurance and property tax, are recorded when incurred.

In calculating the right-of-use asset and lease liability, the Company elects to combine lease and non-lease components for all classes of assets. The Company excludes short-term leases having initial terms of 12 months or less as an accounting policy election, and instead recognizes rent expense on a straight-line basis over the lease term.

Convertible Preferred Stock

Convertible Preferred Stock

Prior to the Business Combination, the Company recorded shares of convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs. The Company applied the guidance in ASC 480-10-S99-3A and therefore classified all of its outstanding convertible preferred stock as temporary equity. The convertible preferred stock was recorded outside of stockholders’ deficit because, in the event of certain deemed liquidation events considered not solely within the Company’s control, such as a merger, acquisition and sale of all or substantially all of the Company’s assets, the convertible preferred stock would become redeemable at the option of the holders. In the event of a change of control of the Company, proceeds received from the sale of such shares would be distributed in accordance with the liquidation preferences set forth in the Company’s Amended and Restated Certificate of Incorporation.

All convertible preferred stock previously classified as temporary equity was retroactively adjusted, converted into Class A and Class B common stock, and reclassified to permanent as a result of the Business Combination. Convertible preferred stock converted into shares of Legacy QuantumScape Class A and Class B common stock and were immediately exchanged for Class A and Class B common stock of the Company, see Note 4.

In March 2016 and March 2017, Legacy QuantumScape issued shares of Legacy QuantumScape Series D convertible preferred stock to two new strategic investors and to an existing strategic investor for net proceeds of $59.7 million.

Legacy QuantumScape determined that the Legacy QuantumScape Series D convertible preferred stock share purchase agreements with these investors contained strategic terms as all of these investors had strategic interests in the Company’s technology and negotiated specific strategic terms expected to benefit these new investors, over and above the value that would be expected to be realized from the equity investment itself. Thus, the sale of the Legacy QuantumScape Series D convertible preferred stock to these investors reflected a higher price (“strategic premium”) than what a market participant who did not receive these strategic benefits would be willing to pay. Legacy QuantumScape allocated the net proceeds from these investors between the Legacy QuantumScape Series D convertible preferred stock and the strategic premium resulting in a strategic premium of $7.9 million which it recorded as a deferred liability on the balance sheet.

The strategic premium is considered akin to payment for research and development efforts. Legacy QuantumScape’s accounting policy is to record research and development effort payments as contra research and development and recorded the benefits (amortization of the strategic premium) over the estimated period of the development agreements with the investors which is re-assessed annually.

For the years ended December 31, 2020 and December 31, 2019, the Company recorded amortization of $0.7 million and $0.9 million, respectively.

Free-Standing Convertible Preferred Stock Warrants Liability

Free-Standing Convertible Preferred Stock Warrants Liability

Free-standing warrants issued by Legacy QuantumScape for the purchase of shares of its convertible preferred stock were classified as liabilities on the accompanying balance sheets at fair value using an Option-Pricing Model (“OPM”). Prior to the Business Combination, the liability recorded was adjusted for changes in the fair value at each reporting date and recorded as interest expense in the accompanying Consolidated Statements of Operations and Comprehensive Loss. As a result of the Business Combination, the Legacy QuantumScape warrants converted into a warrant to purchase shares of the Company’s common stock converted at the Exchange Ratio. The Company determined the warrants to be equity classified and the fair value of the warrants upon consummation of the Business Combination, as adjusted based on the price of the underlying common stock, was reclassified to additional paid-in capital.

Segments

Segments

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance.

Research and Development Cost

Research and Development Cost

Costs related to research and development are expensed as incurred.

Stock-Based Compensation

Stock-Based Compensation

The Company measures and recognizes compensation expense for all stock-based awards made to employees, directors, and non-employees, including stock options, restricted share units and restricted shares, based on estimated fair values recognized over the requisite service period.

The fair value of options granted is estimated on the grant date using the Black-Scholes option valuation model. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation, including the expected term (weighted-average period of time that the options granted are expected to be outstanding), the volatility of the Company’s common stock, and an assumed risk-free interest rate. The Company accounts for forfeitures when they occur. The Company uses the simplified calculation of the expected life, which takes into consideration the grant’s contractual life and vesting period and assumes that all options will be exercised between the vesting date and the contractual term of the option. No awards have been issued with a market condition or other non-standard terms.

Given the lack of public market for the Company’s stock prior to the Business Combination and minimal history as a public company subsequent to the Business Combination, the estimate for volatility is based on an average of the historical volatilities of the common stock of several entities with characteristics similar to those of the Company. Since these comparable companies operate in the same industry segment, the Company expects that it would share similar characteristics, such as risks profiles, volatility, capital intensity, clientele, and market growth patterns and drivers.

The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option.

Income Taxes

Income Taxes

The Company accounts for income taxes under an asset and liability approach. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and operating loss carryforwards, measured by applying currently enacted tax laws. Valuation allowances are provided when necessary to reduce net deferred tax assets to an amount that is more likely than not to be realized.

The Company recognizes tax liabilities based upon its estimate of whether, and the extent to which, additional taxes will be due when such estimates are more likely than not to be sustained. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained.

Comprehensive Income or Loss

Comprehensive Income or Loss

The Company’s comprehensive income or loss consists of net income or loss and other comprehensive loss. Unrealized gains or losses on available-for-sale investments are included in the Company’s other comprehensive income or loss.

Net Loss per Share of Common Stock

Net Loss per Share of Common Stock

Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period.

Diluted earnings per share adjusts basic earnings per share for the potentially dilutive impact of stock options and warrants. As the Company has reported losses for all periods presented, all potentially dilutive securities including stock options and warrants, are antidilutive and accordingly, basic net loss per share equals diluted net loss per share.

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Summary of Property and Equipment and Their Estimated Useful Lives of Assets

The estimated useful lives of assets are as follows:


Computers and hardware		3 years
Furniture and fixtures		7 years
Lab equipment		5 years
Building and improvements		25 years
Leasehold improvements		Shorter of the lease term (including estimated renewals) or the estimated useful lives of the improvements

Business Combination (Tables)

12 Months Ended

Dec. 31, 2020

Business Combinations [Abstract]

Schedule of Reconciliation of Elements of Business Combination to Consolidated Statement of Cash Flows and Consolidated Statement of Redeemable Non-Controlling Interest and Stockholders' Equity

The following table reconciles the elements of the Business Combination to the Consolidated Statement of Cash Flows and the Consolidated Statement of Redeemable Non-Controlling Interest and Stockholders’ Equity for the year ended December 31, 2020 (amounts in thousands):


	Recapitalization
Cash- Kensington trust and cash, net of redemptions	$	230,128
Cash- PIPE Financing		500,000
Non-cash net assets assumed from Kensington		592
Less: transaction costs and advisory fees		54,281

Net Business Combination	$	676,439
Less: non-cash net assets assumed from Kensington		592
Add: accrued transaction costs and advisor fees		1,016

Net cash contributions from Business Combination	$	676,863

Schedule of Number of Shares of Common Stock Issued Immediately Following Consummation of Business Combination

The number of shares of common stock issued immediately following the consummation of the Business Combination:


	Number of Shares
Common stock, outstanding prior to Business Combination		23,000,000
Less: redemption of Kensington shares		15,255

Common stock of Kensington		22,984,745
Kensington Founder Shares		5,750,000
Shares issued in PIPE Financing		50,000,000
Business Combination and PIPE Financing shares - Class A common stock		78,734,745
Legacy QuantumScape shares - Class A common stock(1)		110,734,478
Legacy QuantumScape shares - Class B common stock(1)		158,301,450

Total shares of common stock immediately after Business Combination		347,770,673

(1)	The number of Legacy QuantumScape Class A common stock was determined from the 27,533,913 shares of Legacy QuantumScape Class A common stock outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio. All fractional shares were rounded down.

(2)	The number of Legacy QuantumScape Class B common stock was determined from the 39,361,342 shares of Legacy QuantumScape Class B common stock outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio. All fractional shares were rounded down.

Fair Value Measurement (Tables)

12 Months Ended

Dec. 31, 2020

Summary of Financial Assets and Liabilities Subject to Fair Value Measurements on Recurring Basis

The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (amounts in thousands):


	Fair Value Measured as of December 31, 2020
	Level 1		Level 2		Level 3		Total
Assets included in:
Money market fund(1)	$	12,235	$	—	$	—	$	12,235
Marketable securities(2)		—		977,326		—		977,326

Total fair value	$	12,235	$	977,326	$	—	$	989,561


	Fair Value Measured as of December 31, 2019
	Level 1		Level 2		Level 3		Total
Assets included in:
Money market fund(1)	$	5,163	$	—	$	—	$	5,163
Marketable securities(2)		—		120,599		—		120,599

Total fair value	$	5,163	$	120,599	$	—	$	125,762

Liabilities included in:
Convertible preferred stock warrant liabilities	$	—	$	—	$	1,860	$	1,860

Total fair value	$	—	$	—	$	1,860	$	1,860

(1)	Money market funds are included in Cash and cash equivalents on the Consolidated Balance Sheet.

(2)	Marketable securities with original maturities of three months or less, in the amount of $105.2 million and $18.7 million, are included in Cash and cash equivalents on the Consolidated Balance Sheet as of December 31, 2020 and December 31, 2019, respectively.

Summary of Major Security Type Assets That Measured at Fair Value on Recurring Basis

The following table summarizes, by major security type, the Company’s assets that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy. Amortized cost net of unrealized gain (loss) is equal to fair value as of December 31, 2020. The fair value as of December 31, 2020 and 2019, are as follows (amounts in thousands):


	December 31, 2020
	Amortized Cost		Unrealized Gain		Unrealized Loss			Fair Value
Level 1 securities
Money market fund	$	12,235	$	—	$	—		$	12,235
Level 2 securities
US government securities		977,357		24		(55	)		977,326

Total	$	989,592	$	24	$	(55	)	$	989,561


	December 31, 2019
	Amortized Cost		Unrealized Gain		Unrealized Loss		Fair Value
Level 1 securities
Money market fund	$	5,163	$	—	$	—	$	5,163
Level 2 securities
Repurchase agreement		13,500		—		—		13,500
US government securities		107,009		90		—		107,099

Total Level 2 securities		120,509		90		—		120,599

Total	$	125,672	$	90	$	—	$	125,762

Summary of Estimated Amortized Cost and Fair Value of Available-for-Sale Securities by Contractual Maturity

The estimated amortized cost and fair value of available-for-sale securities by contractual maturity as of December 31, 2020, are as follows (amounts in thousands):


	December 31, 2020
	Amortized Cost		Fair Value
Due within one year	$	895,867	$	895,830
Due after one year and through five years		93,725		93,731

Total	$	989,592	$	989,561

Summary of Fair Value of Warrants Re-measured Using OPM

Upon the closing the Business Combination and conversion to warrants for the purchase if Class A common stock, the fair value of the TPC1 and TPC2 warrants were determined using the OPM with the following assumptions:


	At Conversion
	TPC1 Warrants			TPC2 Warrants
Option term (in years)		5			5
Volatility		70.0	%		70.0	%
Risk-free interest rate		0.39	%		0.39	%
Expected dividends		—			—
Discount for lack of marketability		—			—

As of December 31, 2019, the fair value of the TPC1 and TPC2 warrants were re-measured using the OPM with the following assumptions:


	As of December 31, 2019
	TPC1 Warrants			TPC2 Warrants
Option term (in years)		5			5
Volatility		58.5	%		45.0	%
Risk-free interest rate		1.69	%		1.69	%
Expected dividends		—			—
Discount for lack of marketability		35.0	%		35.0	%

Series F Convertible Preferred Stock

Schedule of Reconciliation of Warrants and Tranche Liabilities Measured and Recorded at Fair Value on Recurring Basis Using Significant Unobservable Inputs

The following table presents the reconciliation of the Series F convertible preferred tranche liabilities measured and recorded at fair value on a recurring basis using the significant unobservable inputs described above (amounts in thousands):


	Fair Value
Balance at December 31, 2019	$	—
Issuance and re-measurement loss recorded in other expense		999,865
Issuance of Legacy QuantumScape Series F Preferred Stock—tranche shares 3 and 4		(484,471	)
Reclassification to additional paid-in capital upon Closing of the Business Combination - tranche shares 1 and 2		(515,394	)

Balance at December 31, 2020	$	—

TPC Warrants

Schedule of Reconciliation of Warrants and Tranche Liabilities Measured and Recorded at Fair Value on Recurring Basis Using Significant Unobservable Inputs

The following table presents the reconciliation of the TPC warrants measured and recorded at fair value on a recurring basis using the significant unobservable inputs described above (amounts in thousands):


	TPC1 Warrants			TPC2 Warrants			Fair Value
Balance at December 31, 2018	$	984		$	782		$	1,766
Re-measurement loss included in interest expense		52			42			94

Balance at December 31, 2019		1,036			824			1,860
Re-measurement loss included in interest expense		10,475			10,290			20,765
Reclassification to additional paid-in capital upon recapitalization		(11,511	)		(11,114	)		(22,625	)

Balance at December 31, 2020	$	—		$	—		$	—

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2020

Property Plant And Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment at December 31, 2020 and 2019, consisted of the following (amounts in thousands):


	December 31,
	2020			2019
Computers and hardware	$	624		$	598
Furniture and fixtures		10,099			4,755
Lab equipment		37,051			25,919
Leasehold improvements		12,154			12,005
Construction-in-progress		16,078			8,610

		76,006			51,887
Accumulated depreciation and amortization		(32,310	)		(26,395	)

Property and equipment, net	$	43,696		$	25,492

Leases (Tables)

12 Months Ended

Dec. 31, 2020

Leases [Abstract]

Summary of Lease Related Expense

The components of lease related expense are as follows (amounts in thousands):


	Year Ended December 31,
Operating leases	2020		2019
Operating lease cost	$	2,143	$	2,143
Variable lease cost		409		425

Operating lease expense	$	2,552	$	2,568

Summary of Supplemental Cash Flow Information Related to Leases

The components of supplemental cash flow information related to leases are as follows (amounts in thousands):


	Year Ended December 31,
	2020		2019
Operating cash flows—operating leases	$	1,994	$	1,936
Right-of-use assets obtained in exchange for operating lease liabilities	$	—	$	14,100


	Year Ended December 31,
	2020			2019
Weighted-average remaining lease term—operating leases (in years)		7.1			8.1
Weighted-average discount rate—operating leases		7.00	%		7.00	%

Summary of Future Minimum Payments

As of December 31, 2020, future minimum payments during the next five years and thereafter are as follows (amounts in thousands):


	Operating Leases
Year Ended December 31, 2021	$	2,053
Year Ended December 31, 2022		2,115
Year Ended December 31, 2023		2,301
Year Ended December 31, 2024		2,318
Year Ended December 31, 2025		2,318
Thereafter		4,828

Total		15,933
Less present value discount		(3,469	)

Operating lease liabilities	$	12,464

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2020

Stockholders Equity Note [Abstract]

Schedule of Stock Option Activity

Stock option activity under the Plans are as follows:


	Number of Shares Outstanding			Weighted Average Exercise Price			Weighted Average Remaining Contractual Term (Years)		Intrinsic value (in thousands)
Balance at December 31, 2018 (as previously reported)		11,112,466		$	4.15			6.44
Conversion of awards due to recapitalization		33,578,834			(3.12	)

Balance at December 31, 2018, effect of reverse acquisition		44,691,300			1.03			6.44
Granted		11,955,658			2.38
Cancelled and forfeited		(571,664	)		1.43
Exercised		(618,404	)		0.64

Balance at December 31, 2019		55,456,890		$	1.32			6.32
Granted		3,866,992			5.08
Cancelled and forfeited		(3,361,530	)		0.85
Exercised		(646,016	)		0.93

Balance at December 31, 2020		55,316,336		$	1.62			5.77	$	4,582,001

Vested and exercisable - December 31, 2020		41,944,514		$	1.17			4.88	$	3,493,198

Schedule of Additional Information Regarding Options Outstanding

Additional information regarding options outstanding at December 31, 2020, is as follows:


Range of Exercise Price per Share	Number of Options Outstanding			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
	$	0.11—$0.64	10,380,188	$	0.40		1.56
	$	1.05—$1.35	28,295,781		1.25		5.57
	$	2.38	13,953,743		2.38		8.56
	$	6.23	2,686,624		6.23		9.68

			55,316,336	$	1.62		5.77

Schedule of Weighted Average Assumptions Used Inputs to Black-Scholes OPM

The following weighted average assumptions were used as inputs to the Black-Scholes OPM in determining the estimated grant-date fair value of the Company’s stock options to employees:


	Year Ended December 31,
	2020			2019
Volatility		70.00	%		70.00	%
Risk-free interest rate		0.39	%		1.92	%
Expected term (in years)		6.08			6.02
Expected dividend		—			—
Weighted average fair value at grant date	$	2.67		$	1.50

Schedule of Restricted Stock Unit Activity

Restricted stock unit activity under the Plans are as follows:


	Number of Restricted Stock Units		Weighted Average grant date fair value
Balance at December 31, 2019		—	$	—
Granted		13,913,076		8.94

Balance at December 31, 2020		13,913,076	$	8.94

Vested—December 31, 2020		—

Schedule of Stock-based Compensation Expense

Total stock-based compensation expense recognized in the accompanying Consolidated Statements of Operations and Comprehensive Loss for all equity awards is as follows (amounts in thousands):


	Year Ended December 31,
	2020		2019
Research and development	$	9,889	$	4,115
General and administrative		7,135		2,696

Total stock-based compensation expense	$	17,024	$	6,811

Earnings (Loss) Per Share (Tables)

12 Months Ended

Dec. 31, 2020

Schedule Of Earnings Per Share Basic And Diluted [Abstract]

Summary of Basic and Diluted Loss per Share of Common Stock

The following table sets forth the computation of basic and diluted loss per Class A common stock and Class B common stock (amounts in thousands, except share and per share amounts):


	Year Ended December 31,
	2020			2019
Numerator:
Net loss attributable to common stockholders	$	(1,099,914	)	$	(51,283	)
Denominator:
Weighted average Class A and Class B common shares outstanding—Basic and Diluted		252,143,509			239,636,062

Net loss per share attributable to Class A and Class B Common stockholders—Basic and Diluted	$	(4.36	)	$	(0.21	)

Summary of Potential Common Stock Outstanding Excluded from Computation of Diluted Net Loss Per Share

The following table presents the potential common stock outstanding that was excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive:


	Year Ended December 31,
	2020		2019
Warrants		18,149,989		1,022,740
Options outstanding		55,316,336		55,456,890
Restricted stock units		13,913,076		—
VGA contingent purchase commitment (1)		15,221,334		—

Total		102,600,735		56,479,630

Joint Venture and Redeemable Non-Controlling Interest (Tables)

12 Months Ended

Dec. 31, 2020

Joint Venture And Non Controlling Interest [Abstract]

Schedule of Change in Redeemable Non-Controlling Interest

The following table sets forth the change in redeemable non-controlling interest for years ended December 31, 2020 and 2019 (amounts in thousands):


	Redeemable Non-Controlling Interest
Balance at December 31, 2018	$	1,690
Net income attributable to redeemable non-controlling interest in consolidated JV		20

Balance at December 31, 2019	$	1,710
Net loss attributable to redeemable non-controlling interest in consolidated JV		(6	)

Balance at December 31, 2020	$	1,704

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Schedule of Reconciliation of Effective Income Tax Rate

A reconciliation from U.S. statutory rate of 21% to the effective rate is as follows:


	Year Ended December 31,
	2020			2019
Federal Statutory rate		21.0	%		21.0	%
State tax expense		0.0	%		7.0	%
Permanent tax items		(0.3	%)		(2.2	%)
R&D tax credit		0.4	%		4.5	%
Other		(0.3	%)		0.0	%
Change to valuation allowance		(1.7	%)		(30.4	%)
Change in fair value of Series F tranche liabilities		(19.1	%)		0.0	%

Effective tax rate		0.0	%		0.0	%

Components of Net Deferred Tax Assets

Significant components of the Company’s net deferred tax assets as of December 31, 2020 and 2019, are as follows (amounts in thousands):


	Year Ended December 31,
	2020			2019
Deferred tax assets:
Net operating losses	$	88,392		$	71,374
Tax credits		16,314			10,219
Accruals and stock-based compensation		3,313			4,671
Lease liability		2,621			3,796
Intangibles		1,413			90

Gross deferred tax assets		112,053			90,150
Valuation allowance		(105,781	)		(85,677	)

Total deferred tax assets	$	6,272		$	4,473

Deferred tax liabilities:
Right of use assets	$	(2,463	)		(3,627	)
Fixed assets		(3,809	)		(846	)

Total deferred tax liabilities		(6,272	)		(4,473	)

Total net deferred tax assets	$	—		$	—

Reconciliation of Beginning and Ending Balances of Valuation Allowance

A reconciliation of the beginning and ending balances of the valuation allowance is as follows (amounts in thousands):


	Year Ended December 31,
	2020			2019
Beginning of the year	$	(85,677	)	$	(71,340	)
Increase		(20,104	)		(14,337	)

End of the year	$	(105,781	)	$	(85,677	)

Reconciliation of Beginning and Ending Balances of Unrecognized Tax Benefits

A reconciliation of the beginning and ending balances of unrecognized tax benefits is as follows (amounts in thousands):


	Year Ended December 31,
	2020			2019
Beginning of the year	$	7,076		$	5,372
Increase—current year positions		1,553			1,704
Increase—prior year positions		193			—
Decrease—prior year positions		(2,247	)		—

End of the year	$	6,575		$	7,076

Summary of Significant Accounting Policies - Additional Information (Details)	12 Months Ended
	Dec. 31, 2020 USD ($) Segment shares	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)
Summary Of Significant Accounting Policies [Line Items]
Goodwill or other intangible assets	$ 0
Redeemable non-controlling interest	1,704,000	$ 1,710,000	$ 1,690,000
Restricted cash	2,200,000	2,800,000
Amortization of strategic premium	$ 655,000	873,000
Number of reportable segment \| Segment	1
Number of operating segment \| Segment	1
Awards issued with market condition or other non-standard terms \| shares	0
Series D Convertible Preferred Stock
Summary Of Significant Accounting Policies [Line Items]
Net proceeds from issuance convertible preferred stock	$ 59,700,000
Net proceeds from convertible preferred stock strategic premium	7,900,000
Amortization of strategic premium	700,000	$ 900,000
Pledged as Security for Facility Lease Agreement
Summary Of Significant Accounting Policies [Line Items]
Restricted cash	2,000,000.0
Collateral for Commercial Letter Of Credit
Summary Of Significant Accounting Policies [Line Items]
Restricted cash	200,000
US Government Money Market Fund and Marketable Securities
Summary Of Significant Accounting Policies [Line Items]
Investment securities	12,200,000
US Government and Agency Securities
Summary Of Significant Accounting Policies [Line Items]
Investment securities	$ 977,300,000
JVA
Summary Of Significant Accounting Policies [Line Items]
Percentage of joint venture holders voting interest	13.20%	13.10%
Contribution in exchange for equity interests	$ 1,700,000
Equity interests percentage	50.00%

Summary of Significant Accounting Policies - Summary of Property and Equipment and Their Estimated Useful Lives (Details)	12 Months Ended
	Dec. 31, 2020
Computers and Hardware
Summary Of Significant Accounting Policies [Line Items]
Estimated useful lives of assets	3 years
Furniture and Fixtures
Summary Of Significant Accounting Policies [Line Items]
Estimated useful lives of assets	7 years
Lab Equipment
Summary Of Significant Accounting Policies [Line Items]
Estimated useful lives of assets	5 years
Building and Improvements
Summary Of Significant Accounting Policies [Line Items]
Estimated useful lives of assets	25 years
Leasehold Improvements
Summary Of Significant Accounting Policies [Line Items]
Estimated useful lives of assets	Shorter of the lease term (including estimated renewals) or the estimated useful lives of the improvements

Recent Accounting Pronouncements - Additional Information (Details)	Dec. 31, 2020
ASU 2016-13
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Change in accounting principle, accounting standards update, adopted	true
Change in accounting principle, accounting standards update, adoption date	Jan. 01, 2020
Change in accounting principle, accounting standards update, immaterial effect	true
ASU 2018-18
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Change in accounting principle, accounting standards update, adopted	true
Change in accounting principle, accounting standards update, adoption date	Jan. 01, 2020
Change in accounting principle, accounting standards update, immaterial effect	true

- Definition

Indicates (true false) whether accounting standards update was adopted.

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+ Details

Business Combination - Additional Information (Details) $ / shares in Units, $ in Millions			12 Months Ended
	Nov. 25, 2020 Vote $ / shares shares	Sep. 02, 2020 USD ($) $ / shares shares	Dec. 31, 2020 $ / shares shares	Dec. 31, 2019 $ / shares shares
Business Combination [Line Items]
Business combination, effective date of acquisition			Nov. 25, 2020
Business combination, date of acquisition agreement			Sep. 02, 2020
Common stock, par value \| $ / shares	$ 0.0001
Capital stock, shares authorized \| shares	1,350,000,000
Common stock, authorized \| shares			1,250,000,000	1,250,000,000
Preferred stock, authorized \| shares	100,000,000		100,000,000	100,000,000
Common stock voting rights, description			The holder of each share of Class A common stock is entitled to one vote, and the holder of each share of Class B common stock is entitled to ten votes.
Legacy Quantum Scape
Business Combination [Line Items]
Business combination exchange ratio		4.02175014920
Class A Common Stock
Business Combination [Line Items]
Common stock, par value \| $ / shares			$ 0.0001	$ 0.0001
Common stock, authorized \| shares	1,000,000,000		1,000,000,000	1,000,000,000
Number of votes each shareholder entitled \| Vote	1
Class A Common Stock \| Subscription Agreement
Business Combination [Line Items]
Aggregate number of shares sold \| shares		50,000,000
Aggregate purchase price per share \| $ / shares		$ 10.00
Aggregate purchase price \| $		$ 500.0
Class A Common Stock \| Legacy Quantum Scape
Business Combination [Line Items]
Common stock, par value \| $ / shares		$ 0.0001
Class B Common Stock
Business Combination [Line Items]
Common stock, par value \| $ / shares			$ 0.0001	$ 0.0001
Common stock, authorized \| shares	250,000,000		250,000,000	250,000,000
Number of votes each shareholder entitled \| Vote	10
Class B Common Stock \| Legacy Quantum Scape
Business Combination [Line Items]
Common stock, par value \| $ / shares		$ 0.0001

Business Combination - Schedule of Reconciliation of Elements of Business Combination to Consolidated Statement of Cash Flows and Consolidated Statement of Redeemable Non-Controlling Interest and Stockholders' Equity (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2020 USD ($)
Business Combination [Line Items]
Proceeds from issuance of Class A Common Stock pursuant to Legacy QuantumScape Series F Preferred Stock Purchase Agreement, net of issuance costs	$ 99,800
Net cash contributions from Business Combination	676,863
Kensington
Business Combination [Line Items]
Proceeds from issuance of Class A Common Stock pursuant to Legacy QuantumScape Series F Preferred Stock Purchase Agreement, net of issuance costs	230,128
Cash- PIPE Financing	500,000
Non-cash net assets assumed from Kensington	592
Less: transaction costs and advisory fees	54,281
Net Business Combination	676,439
Less: non-cash net assets assumed from Kensington	592
Add: accrued transaction costs and advisor fees	1,016
Net cash contributions from Business Combination	$ 676,863

Business Combination - Schedule of Number of Shares of Common Stock Issued Immediately Following Consummation of Business Combination (Details) - shares	Dec. 31, 2020	Nov. 25, 2020	Nov. 24, 2020	Dec. 31, 2019
Business Combination [Line Items]
Common stock, outstanding		22,984,745	23,000,000
Less: redemption of Kensington shares		15,255
Common stock, issued		347,770,673
Business Combination and PIPE Financing shares - Class A common stock		78,734,745
Class A Common Stock
Business Combination [Line Items]
Common stock, outstanding	207,769,091			81,720,530
Common stock, issued	207,769,091			81,720,530
Class B Common Stock
Business Combination [Line Items]
Common stock, outstanding	156,224,614			158,056,527
Common stock, issued	156,224,614			158,056,527
PIPE Financing
Business Combination [Line Items]
Common stock, issued		50,000,000
Legacy Quantum Scape \| Class A Common Stock
Business Combination [Line Items]
Common stock, outstanding			27,533,913
Common stock, issued		110,734,478
Legacy Quantum Scape \| Class B Common Stock
Business Combination [Line Items]
Common stock, outstanding			39,361,342
Common stock, issued		158,301,450
Founder Shares \| Kensington
Business Combination [Line Items]
Common stock, issued		5,750,000

Business Combination - Schedule of Number of Shares of Common Stock Issued Immediately Following Consummation of Business Combination (Parenthetical) (Details) - shares	Dec. 31, 2020	Nov. 25, 2020	Nov. 24, 2020	Dec. 31, 2019
Business Combination [Line Items]
Common stock, outstanding		22,984,745	23,000,000
Class A Common Stock
Business Combination [Line Items]
Common stock, outstanding	207,769,091			81,720,530
Class B Common Stock
Business Combination [Line Items]
Common stock, outstanding	156,224,614			158,056,527
Legacy Quantum Scape \| Class A Common Stock
Business Combination [Line Items]
Common stock, outstanding			27,533,913
Legacy Quantum Scape \| Class B Common Stock
Business Combination [Line Items]
Common stock, outstanding			39,361,342

Fair Value Measurement - Summary of Financial Assets and Liabilities Subject to Fair Value Measurements on Recurring Basis (Details) - Recurring - USD ($)
$ in Thousands

Dec. 31, 2020

Dec. 31, 2019

Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Total fair value assets

$ 989,561

$ 125,762

Total fair value Liabilities

1,860

Convertible Preferred Stock Warrant Liabilities

Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Total fair value Liabilities

1,860

Money Market Fund

Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Total fair value assets

^[1]

12,235

5,163

Marketable Securities

Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Total fair value assets

^[2]

977,326

120,599

Level 1

Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Total fair value assets

12,235

5,163

Level 1 | Money Market Fund

Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Total fair value assets

^[1]

12,235

5,163

Level 2

Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Total fair value assets

977,326

120,599

Level 2 | Marketable Securities

Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Total fair value assets

^[2]

$ 977,326

120,599

Level 3

Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Total fair value Liabilities

1,860

Level 3 | Convertible Preferred Stock Warrant Liabilities

Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Total fair value Liabilities

$ 1,860

[1]	Money market funds are included in Cash and cash equivalents on the Consolidated Balance Sheet.
[2]	Marketable securities with original maturities of three months or less, in the amount of $105.2 million and $18.7 million, are included in Cash and cash equivalents on the Consolidated Balance Sheet as of December 31, 2020 and December 31, 2019, respectively.

Fair Value Measurement - Summary of Financial Assets and Liabilities Subject to Fair Value Measurements on Recurring Basis (Parenthetical) (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Fair Value Disclosures [Abstract]
Marketable securities	$ 105.2	$ 18.7

Fair Value Measurement - Summary of Major Security Type Assets That Measured at Fair Value on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Schedule of Available for Sale Securities [Line Items]
Amortized Cost	$ 989,592	$ 125,672
Unrealized Gain	24	90
Unrealized Loss	(55)
Fair Value	989,561	125,762
Level 1 \| Money Market Fund
Schedule of Available for Sale Securities [Line Items]
Amortized Cost	12,235	5,163
Fair Value	12,235	5,163
Level 2
Schedule of Available for Sale Securities [Line Items]
Amortized Cost		120,509
Unrealized Gain		90
Fair Value		120,599
Level 2 \| US Government Securities
Schedule of Available for Sale Securities [Line Items]
Amortized Cost	977,357	107,009
Unrealized Gain	24	90
Unrealized Loss	(55)
Fair Value	$ 977,326	107,099
Level 2 \| Repurchase Agreement
Schedule of Available for Sale Securities [Line Items]
Amortized Cost		13,500
Fair Value		$ 13,500

Fair Value Measurement - Additional Information (Details)			1 Months Ended				12 Months Ended		36 Months Ended
	Mar. 31, 2021 USD ($) shares	Dec. 01, 2020 USD ($) shares	Sep. 30, 2020 USD ($) Tranche $ / shares shares	Aug. 31, 2020 USD ($) $ / shares shares	May 31, 2020 USD ($) Tranche $ / shares shares	Jan. 31, 2015 $ / shares shares	Dec. 31, 2020 USD ($) Security $ / shares shares	Dec. 31, 2019 USD ($) shares	Dec. 31, 2013 $ / shares shares	Nov. 25, 2020 $ / shares
Class of Stock [Line Items]
Number of marketable securities \| Security							12
Number of positions continuous unrealized loss for more than twelve months \| Security							0
Aggregate fair value of marketable securities in unrealized loss position \| $							$ 419,200,000	$ 0
Allowance for credit losses \| $							$ 0	$ 0
Preferred stock, shares issued							0	0
Series F Convertible Preferred Stock
Class of Stock [Line Items]
Warrants exercise price per share \| $ / shares			$ 26.4218	$ 26.4218	$ 26.4218					$ 26.42
Proceeds from issuance of convertible preferred stock \| $			$ 200,000,000	$ 188,000,000	$ 200,000,000
Preferred stock, shares issued			7,569,508	7,115,335	7,569,508
Number of funded tranches \| Tranche			2		2
Adjusted exchange ratio of warrants \| $ / shares										$ 23.50
TPC1 Warrants \| Series A Convertible Preferred Stock
Class of Stock [Line Items]
Warrants issued to purchase of convertible preferred stock									124,586
Convertible preferred stock price per share \| $ / shares									$ 2.20131
Warrants set to expire from effective date									7 years
TPC1 Warrants \| Class A Common Stock
Class of Stock [Line Items]
Warrants to purchase shares of common stock							501,047
Warrants exercise price per share \| $ / shares							$ 0.5473
Triple Point Capital Two Warrants \| Series C Convertible Preferred Stock
Class of Stock [Line Items]
Warrants issued to purchase of convertible preferred stock						129,718
Convertible preferred stock price per share \| $ / shares						$ 10.40717
Warrants expiration period							expire at the later of 2022 or five years after an initial public offering or acquisition.
Triple Point Capital Two Warrants \| Class A Common Stock
Class of Stock [Line Items]
Warrants to purchase shares of common stock							521,693
Warrants exercise price per share \| $ / shares							$ 2.5877
TPC1 And TPC 2 Warrants \| Class A Common Stock
Class of Stock [Line Items]
Warrants to purchase shares of common stock							998,460
Fair value of warrant \| $							$ 22,600,000
Tranche One \| Series F Convertible Preferred Stock
Class of Stock [Line Items]
Proceeds from issuance of convertible preferred stock \| $		$ 100,000,000
Preferred stock, shares issued		3,784,754
Tranche Two \| Series F Convertible Preferred Stock \| Forecast
Class of Stock [Line Items]
Proceeds from issuance of convertible preferred stock \| $	$ 100,000,000
Preferred stock, shares issued	3,784,754
Tranche Three \| Series F Convertible Preferred Stock
Class of Stock [Line Items]
Proceeds from issuance of convertible preferred stock \| $				$ 94,000,000.0
Tranche Four \| Series F Convertible Preferred Stock
Class of Stock [Line Items]
Proceeds from issuance of convertible preferred stock \| $				$ 94,000,000.0

Fair Value Measurement - Summary of Estimated Amortized Cost and Fair Value of Available-for-Sale Securities by Contractual Maturity (Details) $ in Thousands	Dec. 31, 2020 USD ($)
Investments Debt And Equity Securities [Abstract]
Fair Value, Due within one year	$ 895,830
Fair Value, Due after one year and through five years	93,731
Total Fair Value	989,561
Amortized Cost, Due within one year	895,867
Amortized Cost, Due after one year and through five years	93,725
Total Amortized Cost	$ 989,592

Fair Value Measurement - Summary of Fair Value of Warrants Re-measured Using OPM (Details)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Option term (in years)	6 years 29 days	6 years 7 days
Volatility	70.00%	70.00%
Risk-free interest rate	0.39%	1.92%
TPC1 Warrants
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Option term (in years)	5 years	5 years
Volatility	70.00%	58.50%
Risk-free interest rate	0.39%	1.69%
Discount for lack of marketability		35.00%
Triple Point Capital Two Warrants
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Option term (in years)	5 years	5 years
Volatility	70.00%	45.00%
Risk-free interest rate	0.39%	1.69%
Discount for lack of marketability		35.00%

Fair Value Measurement - Schedule of Reconciliation of Warrants and Tranche Liabilities Measured and Recorded at Fair Value on Recurring Basis Using Significant Unobservable Inputs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Fair Value Liabilities Measured on Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning balance	$ 1,860	$ 1,766
Re-measurement loss included in interest expense	20,765	94
Reclassification to additional paid-in capital upon recapitalization	(22,625)
Ending balance		1,860
Series F Convertible Preferred Stock
Fair Value Liabilities Measured on Recurring Basis Unobservable Input Reconciliation [Line Items]
Re-measurement loss included in interest expense	999,865
Issuance of Legacy QuantumScape Series F Preferred Stock - tranche shares 3 and 4	(484,471)
Reclassification to additional paid-in capital upon Closing of the Business Combination - tranche shares 1 and 2	(515,394)
TPC1 Warrants
Fair Value Liabilities Measured on Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning balance	1,036	984
Re-measurement loss included in interest expense	10,475	52
Reclassification to additional paid-in capital upon recapitalization	(11,511)
Ending balance		1,036
Triple Point Capital Two Warrants
Fair Value Liabilities Measured on Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning balance	824	782
Re-measurement loss included in interest expense	10,290	42
Reclassification to additional paid-in capital upon recapitalization	$ (11,114)
Ending balance		$ 824

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 76,006	$ 51,887
Accumulated depreciation and amortization	(32,310)	(26,395)
Property and equipment, net	43,696	25,492
Computers and Hardware
Property Plant And Equipment [Line Items]
Property and equipment, gross	624	598
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Property and equipment, gross	10,099	4,755
Lab Equipment
Property Plant And Equipment [Line Items]
Property and equipment, gross	37,051	25,919
Leasehold Improvements
Property Plant And Equipment [Line Items]
Property and equipment, gross	12,154	12,005
Construction in Progress
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 16,078	$ 8,610

Property and Equipment - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Property Plant And Equipment [Abstract]
Depreciation and amortization expense related to property and equipment	$ 7.5	$ 5.6

Leases - Additional Information (Details)	1 Months Ended	12 Months Ended
Leases - Additional Information (Details)	May 31, 2017 ft²	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Mar. 31, 2018 ft²
Lessee Lease Description [Line Items]
Operating lease expiring date		Jan. 31, 2023
Operating lease, renewal term		60 months
Financing leases \| $		$ 0	$ 0
Area of sublease \| ft²	15,000
Sublease term	3 years
Area of sublease amended to add sublease agreement \| ft²				11,000
Other Income (Expense)
Lessee Lease Description [Line Items]
Sublease income \| $			$ 900,000

Leases - Summary of Lease Related Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Operating leases
Operating lease cost	$ 2,143	$ 2,143
Variable lease cost	409	425
Operating lease expense	$ 2,552	$ 2,568

Leases - Summary of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Leases [Abstract]
Operating cash flows - operating leases	$ 1,994	$ 1,936
Right-of-use assets obtained in exchange for operating lease liabilities		$ 14,100
Weighted-average remaining lease term - operating leases (in years)	7 years 1 month 6 days	8 years 1 month 6 days
Weighted-average discount rate - operating leases	7.00%	7.00%

Leases - Summary of Future Minimum Payments (Details) $ in Thousands	Dec. 31, 2020 USD ($)
Leases [Abstract]
Year Ended December 31, 2021	$ 2,053
Year Ended December 31, 2022	2,115
Year Ended December 31, 2023	2,301
Year Ended December 31, 2024	2,318
Year Ended December 31, 2025	2,318
Thereafter	4,828
Total	15,933
Less present value discount	(3,469)
Operating lease liabilities	$ 12,464

Commitments and Contingencies - Additional Information (Details)	Feb. 08, 2021 Officer_Director
Subsequent Event
Commitments And Contingencies [Line Items]
Number of officers and directors in shareholder derivative suit	11

Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands					1 Months Ended	5 Months Ended	12 Months Ended
	Feb. 13, 2021	Feb. 12, 2021	Dec. 31, 2020	Dec. 01, 2020	Aug. 31, 2020	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Nov. 25, 2020	Nov. 24, 2020
Class of Stock [Line Items]
Shares authorized			1,350,000,000				1,350,000,000
Common stock, authorized			1,250,000,000				1,250,000,000	1,250,000,000
Common stock, par value									$ 0.0001
Preferred stock, authorized			100,000,000				100,000,000	100,000,000	100,000,000
Preferred stock, par value			$ 0.0001				$ 0.0001	$ 0.0001
Common stock voting rights, description							The holder of each share of Class A common stock is entitled to one vote, and the holder of each share of Class B common stock is entitled to ten votes.
Common stock, outstanding									22,984,745	23,000,000
Warrants outstanding			18,149,989				18,149,989
Preferred stock, shares issued			0				0	0
Proceeds from issuance of Series F preferred stock, net of issuance costs							$ 176,462
Common stock, issued									347,770,673
Proceeds from common stock							$ 99,800
Options vesting period							4 years
Exercise of stock option, Shares							646,016	618,404
Aggregate intrinsic value							$ 3,500
Options with fair value vested							9,100	$ 6,800
Stock-based compensation unvested stock options not yet recognized			$ 22,000				$ 22,000
Expected to be recognized estimated weighted average period							3 years 1 month 6 days
Restricted Stock Unit
Class of Stock [Line Items]
Expected to be recognized estimated weighted average period							3 years 6 months
Unrecognized compensation costs			$ 116,800				$ 116,800
2020 Equity Incentive Award Plan
Class of Stock [Line Items]
Options is granted to stockholder, percentage							10.00%
Options vesting period							4 years
Options contractual terms							10 years
Minimum \| 2020 Equity Incentive Award Plan
Class of Stock [Line Items]
Options granted price per share							100.00%
Options purchase or exercise price per share							110.00%
Private Placement and Working Capital Warrants Redemption Starting July 30, 2021
Class of Stock [Line Items]
Warrants redemption price per share			$ 0.01				$ 0.01
Number of trading days							20 days
Number of trading days ending on third business day							30 days
Minimum share price required for redemption of warrants							$ 18.00
Private Placement and Working Capital Warrants
Class of Stock [Line Items]
Warrants sold							6,650,000
Warrants exercise price per share			11.50				$ 11.50
Private Placement and Working Capital Warrants Commencing September 28, 2021
Class of Stock [Line Items]
Warrants redemption price per share			0.10				$ 0.10
Number of days after written notice of redemption							30 days
Private Placement and Working Capital Warrants Commencing September 28, 2021 \| Minimum
Class of Stock [Line Items]
Number of trading days							30 days
Public Warrants \| Subsequent Event
Class of Stock [Line Items]
Public warrants exercisable date	Mar. 05, 2021	Jun. 30, 2021
Warrant exercisable number of shares	1
Share price	$ 11.50
Public Warrants
Class of Stock [Line Items]
Warrants sold							11,499,989
Warrants exercise price per share			$ 11.50				$ 11.50
Series F Preferred Stock
Class of Stock [Line Items]
Preferred stock, shares issued					7,115,335	14,684,843
Convertible preferred stock price per share						$ 26.4218
Proceeds from issuance of Series F preferred stock, net of issuance costs					$ 188,000	$ 388,000
Stock issuance costs					$ 11,500
Class A Common Stock
Class of Stock [Line Items]
Common stock, authorized			1,000,000,000				1,000,000,000	1,000,000,000	1,000,000,000
Common stock, par value			$ 0.0001				$ 0.0001	$ 0.0001
Common stock, outstanding			207,769,091				207,769,091	81,720,530
Stock issuance costs							$ 200
Common stock, issued			207,769,091				207,769,091	81,720,530
Class A Common Stock \| 2020 Equity Incentive Award Plan
Class of Stock [Line Items]
Common stock authorized for issuance			41,500,000				41,500,000
Common Stock are available for future issuance			59,625,395				59,625,395
Class A Common Stock \| VGA
Class of Stock [Line Items]
Common stock, issued			15,221,334	15,221,334			15,221,334
Proceeds from common stock			$ 100,000	$ 100,000			$ 100,000
Class A Common Stock \| Maximum [Member] \| 2020 Equity Incentive Award Plan
Class of Stock [Line Items]
Additional common stock authorized for issuance							69,846,580
Class B Common Stock
Class of Stock [Line Items]
Common stock, authorized			250,000,000				250,000,000	250,000,000	250,000,000
Common stock, par value			$ 0.0001				$ 0.0001	$ 0.0001
Common stock, outstanding			156,224,614				156,224,614	158,056,527
Common stock, issued			156,224,614				156,224,614	158,056,527

Stockholders' Equity - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Class of Stock [Line Items]
Outstanding at the beginning of the period (in shares)	55,456,890	44,691,300
Conversion of awards due to recapitalization (in shares)		33,578,834
Granted (in shares)	3,866,992	11,955,658
Cancelled and forfeited (in shares)	(3,361,530)	(571,664)
Exercised (in shares)	(646,016)	(618,404)
Outstanding at the end of the period (in shares)	55,316,336	55,456,890	44,691,300
Vested and exercisable at the end of the period (in shares)	41,944,514
Outstanding at the beginning of the period (in dollars per share)	$ 1.32	$ 1.03
Conversion of awards due to recapitalization (in dollars per share)		(3.12)
Granted (in dollars per share)	5.08	2.38
Cancelled and forfeited (in dollars per share)	0.85	1.43
Exercised (in dollars per share)	0.93	0.64
Outstanding at the end of the period (in dollars per share)	1.62	$ 1.32	$ 1.03
Vested and exercisable (in dollars per share)	$ 1.17
Balance at end of period	5 years 9 months 7 days	6 years 3 months 26 days	6 years 5 months 9 days
Vested and exercisable (in years)	4 years 10 months 17 days
Balance at end of period	$ 4,582,001
Vested and exercisable at end of period	$ 3,493,198
Previously Reported
Class of Stock [Line Items]
Outstanding at the beginning of the period (in shares)		11,112,466
Outstanding at the end of the period (in shares)			11,112,466
Outstanding at the beginning of the period (in dollars per share)		$ 4.15
Outstanding at the end of the period (in dollars per share)			$ 4.15

Stockholders Equity - Schedule of Additional Information Regarding Options Outstanding (Details) - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]
Number of Options Outstanding	55,316,336
Weighted Average Exercise Price	$ 1.62	$ 1.32	$ 1.03
Weighted Average Remaining Contractual Life (Years)	5 years 9 months 7 days
$0.11 - $0.64
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]
Number of Options Outstanding	10,380,188
Weighted Average Exercise Price	$ 0.40
Weighted Average Remaining Contractual Life (Years)	1 year 6 months 21 days
$0.11 - $0.64 \| Minimum
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]
Range of Exercise Price per Share	$ 0.11
$0.11 - $0.64 \| Maximum [Member]
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]
Range of Exercise Price per Share	$ 0.64
$1.05 - $1.35
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]
Number of Options Outstanding	28,295,781
Weighted Average Exercise Price	$ 1.25
Weighted Average Remaining Contractual Life (Years)	5 years 6 months 25 days
$1.05 - $1.35 \| Minimum
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]
Range of Exercise Price per Share	$ 1.05
$1.05 - $1.35 \| Maximum [Member]
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]
Range of Exercise Price per Share	1.35
$2.38
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]
Range of Exercise Price per Share	$ 2.38
Number of Options Outstanding	13,953,743
Weighted Average Exercise Price	$ 2.38
Weighted Average Remaining Contractual Life (Years)	8 years 6 months 21 days
$6.23
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]
Range of Exercise Price per Share	$ 6.23
Number of Options Outstanding	2,686,624
Weighted Average Exercise Price	$ 6.23
Weighted Average Remaining Contractual Life (Years)	9 years 8 months 4 days

Stockholders' Equity - Schedule of Weighted Average Assumptions Used Inputs to Black-Scholes OPM (Details) - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Volatility	70.00%	70.00%
Risk-free interest rate	0.39%	1.92%
Option term (in years)	6 years 29 days	6 years 7 days
Weighted average fair value at grant date	$ 2.67	$ 1.50

Stockholders' Equity - Schedule of Restricted Stock Unit Activity (Details) - Restricted Stock Unit	12 Months Ended
	Dec. 31, 2020 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Restricted Stock Units, Granted \| shares	13,913,076
Number of Restricted Stock Units, Ending Balance \| shares	13,913,076
Weighted Average grant date fair value, Granted \| $ / shares	$ 8.94
Weighted Average grant date fair value, Ending Balance \| $ / shares	$ 8.94

Stockholders Equity - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 17,024	$ 6,811
Research and Development
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	9,889	4,115
General and Administrative
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 7,135	$ 2,696

Earnings (Loss) Per Share - Summary of Basic and Diluted Loss per Share of Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Numerator:
Net loss attributable to common stockholders	$ (1,099,914)	$ (51,283)
Denominator:
Basic and Diluted weighted-average common shares outstanding	252,143,509	239,636,062
Basic and Diluted net loss per share	$ (4.36)	$ (0.21)
Common Class A and Class B Shares
Denominator:
Basic and Diluted weighted-average common shares outstanding	252,143,509	239,636,062
Basic and Diluted net loss per share	$ (4.36)	$ (0.21)

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22595-107794

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=121326447&loc=d3e1448-109256

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=121326447&loc=d3e1377-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=121326447&loc=SL5780133-109256

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8924-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22583-107794

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

+ Details

Earnings (Loss) Per Share - Summary of Potential Common Stock Outstanding Excluded from Computation of Diluted Net Loss Per Share (Details) - shares

12 Months Ended

Dec. 31, 2020

Dec. 31, 2019

Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]

Antidilutive

102,600,735

56,479,630

Warrants

Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]

Antidilutive

18,149,989

1,022,740

Options Outstanding

Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]

Antidilutive

55,316,336

55,456,890

Restricted Stock Unit

Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]

Antidilutive

13,913,076

VGA Contingent Purchase Commitment

Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]

Antidilutive

^[1]

15,221,334

[1]	This refers to VGA’s commitment to purchase 15,221,334 shares of Class A Common Stock for $100.0 million subject to certain conditions including the achievement of a specified technical milestone by March 31, 2020. See Note 9 for more information

Earnings (Loss) Per Share - Summary of Potential Common Stock Outstanding Excluded from Computation of Diluted Net Loss Per Share (Parenthetical) (Details) - USD ($) $ in Thousands			12 Months Ended
	Dec. 31, 2020	Dec. 01, 2020	Dec. 31, 2020	Nov. 25, 2020	Dec. 31, 2019
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Common stock, issued				347,770,673
Proceeds from issuance of Class A Common Stock pursuant to Legacy QuantumScape Series F Preferred Stock Purchase Agreement, net of issuance costs			$ 99,800
Class A Common Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Common stock, issued	207,769,091		207,769,091		81,720,530
Class A Common Stock \| VGA
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Common stock, issued	15,221,334	15,221,334	15,221,334
Proceeds from issuance of Class A Common Stock pursuant to Legacy QuantumScape Series F Preferred Stock Purchase Agreement, net of issuance costs	$ 100,000	$ 100,000	$ 100,000

Joint Venture and Redeemable Non-Controlling Interest - Additional Information (Details) - USD ($) $ in Thousands		1 Months Ended		5 Months Ended	12 Months Ended
	May 14, 2020	Sep. 30, 2020	Aug. 31, 2020	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Joint Venture And Non Controlling Interest [Line Items]
Cash and cash equivalents ($3,406 and $3,409 as of December 31, 2020 and 2019, respectively, for joint venture)					$ 113,216	$ 22,822
Proceeds from issuance of Series F preferred stock, net of issuance costs					176,462
Series F Preferred Stock
Joint Venture And Non Controlling Interest [Line Items]
Proceeds from issuance of Series F preferred stock, net of issuance costs			$ 188,000	$ 388,000
Joint Venture
Joint Venture And Non Controlling Interest [Line Items]
Cash and cash equivalents ($3,406 and $3,409 as of December 31, 2020 and 2019, respectively, for joint venture)					3,406	3,409
Prepaid expense					$ 100	$ 100
Joint Venture \| Series F Convertible Preferred Stock
Joint Venture And Non Controlling Interest [Line Items]
Proceeds from issuance of Series F preferred stock, net of issuance costs	$ 200,000
VWGoA \| Series F Preferred Stock
Joint Venture And Non Controlling Interest [Line Items]
Proceed from Series F preferred stock financings and business combination		$ 134,000

Joint Venture and Redeemable Non-Controlling Interest - Schedule of Change in Redeemable Non-Controlling Interest (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Joint Venture And Non Controlling Interest [Abstract]
Redeemable Non-Controlling, Beginning balance	$ 1,710	$ 1,690
Net income (loss) attributable to redeemable non-controlling interest in consolidated JV	(6)	20
Redeemable Non-Controlling, Ending balance	$ 1,704	$ 1,710

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Income Tax [Line Items]
Income tax expense (benefit)	$ 0	$ 0
Current income tax expense (benefit)	0	0
Deferred income tax expense (benefit)	$ 0	$ 0
Federal Statutory rate	21.00%	21.00%
Valuation allowance increase, amount	$ 20,104,000	$ 14,337,000
Ownership change description	The Company performed the analysis and determined that it has experienced an ownership change in December 2010 and in August 2012 as a result of the preferred stock financing rounds.
Tax credit carryforward expiration beginning year	2031
Tax credit carryforward, description	The state tax credit carryforwards do not expire.
Unrecognized tax benefits	$ 6,575,000	7,076,000	$ 5,372,000
Interest or penalties related to unrecognized tax benefits.	$ 0	$ 0
Income tax examination, description	The federal and state income tax returns are open under the statute of limitations subject to tax examinations for the tax years ended December 31, 2017 through December 31, 2019 and December 31, 2016 through December 31, 2019, respectively.
Employee retention credit	$ 900,000
Research Tax Credit Carryforward \| California Franchise Tax Board
Income Tax [Line Items]
Research and development credits	$ 11,300,000
Prior to 2018
Income Tax [Line Items]
Operating loss carryforwards, expire beginning date	2030
Federal
Income Tax [Line Items]
Operating loss carryforwards	$ 340,700,000
Operating loss carryforwards, indefinite	170,400,000
Federal \| Research Tax Credit Carryforward
Income Tax [Line Items]
Research and development credits	13,400,000
Federal \| Prior to 2018
Income Tax [Line Items]
Operating loss carryforwards	170,300
State
Income Tax [Line Items]
Operating loss carryforwards	231,200,000
State \| Expire Beginning in 2030, If Not Utilized
Income Tax [Line Items]
Operating loss carryforwards	$ 231,200,000

Income Taxes - Schedule of Reconciliation of Effective Income Tax Rate (Details)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Federal Statutory rate	21.00%	21.00%
State tax expense	0.00%	7.00%
Permanent tax items	(0.30%)	(2.20%)
R&D tax credit	0.40%	4.50%
Other	(0.30%)	0.00%
Change to valuation allowance	(1.70%)	(30.40%)
Change in fair value of Series F tranche liabilities	(19.10%)	0.00%
Effective tax rate	0.00%	0.00%

Income Taxes - Components of Net Deferred Tax Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Deferred tax assets:
Net operating losses	$ 88,392	$ 71,374
Tax credits	16,314	10,219
Accruals and stock-based compensation	3,313	4,671
Lease liability	2,621	3,796
Intangibles	1,413	90
Gross deferred tax assets	112,053	90,150
Valuation allowance	(105,781)	(85,677)	$ (71,340)
Total deferred tax assets	6,272	4,473
Deferred tax liabilities:
Right of use assets	(2,463)	(3,627)
Fixed assets	(3,809)	(846)
Total deferred tax liabilities	$ (6,272)	$ (4,473)

Income Taxes - Reconciliation of Beginning and Ending Balances of Valuation Allowance (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Beginning of the year	$ (85,677)	$ (71,340)
Increase	(20,104)	(14,337)
End of the year	$ (105,781)	$ (85,677)

Income Taxes - Reconciliation of Beginning and Ending Balances of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Beginning of the year	$ 7,076	$ 5,372
Increase—current year positions	1,553	1,704
Increase—prior year positions	193
Decrease—prior year positions	(2,247)
End of the year	$ 6,575	$ 7,076