On November 25, 2020, Kensington acquired us. The Business Combination was
accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under
this method of accounting, Kensington was treated as the "acquired" company for
financial reporting purposes. Except as otherwise provided herein, our financial
statement presentation includes (1) the results of Legacy QuantumScape and its
consolidated subsidiaries as our accounting predecessor for periods prior to the
completion of the Business Combination, and (2) the results of the Company
(including the consolidation of Legacy QuantumScape and its subsidiaries) for
periods after the completion of the Business Combination.

The following discussion and analysis should be read in conjunction with our
unaudited condensed consolidated financial statement the related notes appearing
elsewhere in this Report. This discussion may contain forward-looking statements
based upon current expectations that involve risks and uncertainties. Our actual
results may differ materially from those anticipated in these forward-looking
statements as a result of various factors, including those set forth in the
section titled "Risk Factors" as set forth in this Report. Unless the context
otherwise requires, references in this section to "Legacy QuantumScape", "the
Company", "we", "us" and "our" refer to the business and operations of Legacy
QuantumScape and its consolidated subsidiaries prior to the Business Combination
and to QuantumScape Corporation and its consolidated subsidiaries, following the
Closing.

Overview

We are developing next generation battery technology for electric vehicles
("EVs") and other applications. We believe that our technology will enable a new
category of battery that meets the requirements for broader market adoption. The
lithium-metal solid-state battery technology that we are developing is being
designed to offer greater energy density, longer life, faster charging, and
greater safety when compared to today's conventional lithium-ion batteries.

We are a development stage company with no revenue to date, have incurred a net
loss from operations of approximately $49.6 million and $94.3 million for the
three and six months ended June 30, 2021, respectively and an accumulated
deficit of approximately $2.0 billion from our inception through June 30, 2021.

The results of operations for the three and six months ended June 30, 2021
resulted in net income due to the impact of the change in fair value of the
Assumed Common Stock Warrant liabilities. We expect to incur an incremental
income (expense) for the fair value adjustments for the outstanding Assumed
Common Stock Warrant liabilities at the end of each reporting period or through
the exercise of the warrants. Excluding the impact of this non-cash fair value
adjustment, the Company does not expect to be profitable in the immediate
future.

Key Trends, Opportunities and Uncertainties



We are a pre-revenue company. We believe that our performance and future success
depend on several factors that present significant opportunities for us but also
pose significant risks and challenges, including those discussed below and in
the section titled "Risk Factors" appearing elsewhere in this Report.

Product Development



We are developing our battery technology with the goal of enabling commercial
production between 2024 and 2025. We have validated capabilities of our
solid-state separator and battery technology in single-layer solid-state cells.
We are now working to develop multi-layer cells, to continue improving yield and
performance and to optimize all components of the cell.

Our research and development currently includes programs for the following areas:

• Multi-layering. We are working to continue increasing the number of layers

in our cells. In May 2021, we announced the initial test results for

four-layer cells at the commercially relevant size (70x85mm). In July 2021,

we announced that we have recently started testing our first 10-layer cells

at the same size. In order to produce commercially-viable solid-state

battery cells, we must produce battery cells which may require from several

dozen to over one hundred layers, depending on our customers' requirements.

We will need to overcome the developmental challenges to stack these layers


      and implement the appropriate cell design for our solid-state battery cell.


   •  Continued improvement in the quality of our solid-state separator. We are

working to improve the quality and uniformity of our solid-state separators,


      to further improve, among other things, the cycling behavior, power,
      operating conditions of our cells and to continue to reduce separator
      thickness.

• Improvement of our separator manufacturing process. We have selected a

method of continuous processing found at scale in both the battery and

ceramic industries and are working on continuous improvement of this

process, including better consistency and higher throughput. Regarding

consistency, tightening the variability of separator quality results in

better yield. Regarding throughput, increasing the volume of separator

production results in the increased quantities required for higher layer


      counts and delivery of more test cells to prospective customers. We are
      automating our manufacturing process and purchasing larger-scale
      manufacturing equipment. We will need to substantially improve our

manufacturing processes to increase throughput required for higher layer


      counts and to achieve the cost, performance and volume levels required for
      commercial shipments.


                                       23

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• Continued improvement of the cathode. Our cathodes use a conventional

cathode active material such as NMC and is mixed with a catholyte. We plan

to benefit from industry cathode chemistry improvements and/or cost

reduction, which in the future may include use of other cathode active


      materials, including NCA and cobalt-free compositions, including LFP, as
      well as cathode processing advances such as dry electrode processing. Over
      the years, we have developed catholytes made of differing mixtures of
      organic polymer and organic liquid electrolyte in order to optimize

performance across multiple metrics such as voltage, temperature, power, and

safety, among others. We continue to test solid, gel and liquid catholytes

in our cells. The solid catholyte is part of our ongoing research and

development investigation into inorganic catholytes. Our solid-state

separator platform is being designed to enable some of the most promising

next-generation cathode technologies, including high voltage or high

capacity cathode active materials, which when combined with a lithium-metal

anode, may further increase cell energy densities.




Our team of over 400 scientists, engineers, technicians, and other staff is
highly motivated and committed to solving these challenges ahead. However, any
delays in the completion of these tasks will require additional cash use and
delay market entry. As we grow our team, the size of our engineering pilot line
and our materials consumption, our rate of cash utilization will also increase
significantly.

Process Development

Our architecture depends on our proprietary solid-state ceramic separator which we will manufacture ourselves. Though our separator's design is unique, its manufacturing relies on well-established, high-volume production processes currently deployed globally in other industries at large scale.



The solid-state separator is being designed to enable our 'anode-free'
architecture. As manufactured, our solid-state battery cell has no anode; the
lithium-metal anode is formed during the first charge of the cell; 100% of the
lithium that forms the anode comes from the cathode material we purchase.
Eliminating the anode bill of materials and associated manufacturing costs found
in conventional lithium-ion cells could result in a meaningful cost of goods
sold advantage for us. In addition, our solid-state battery cell is being
designed to reduce the time and capital-intensity of the formation process step
as compared to conventional lithium-ion manufacturing.

We are focused on the continued expansion of the throughput and capability of
our San Jose, California engineering line as well as the planning and setup of
our QS-0 pre-pilot line and planning for our QS-1 manufacturing facility.

Continued expansion of the throughput and capability of our San Jose engineering
line and QS-0 serves two purposes. First, the engineering line and QS-0 are
intended to provide a sufficient quantity of solid-state separators and cells
for internal development and for customer sampling. And second, our San Jose
engineering line and QS-0 are intended to provide the basis for continued
manufacturing process development and help inform tool selection and
specifications for equipment for QS-1. Delays in the successful buildout of our
San Jose engineering line and QS-0 may impact both our development and QS-1
timelines.

We will need to achieve significant cost savings in battery design and
manufacturing, in addition to the cost savings associated with the elimination
of an anode from our solid-state battery cells, while controlling costs
associated with the manufacture of our solid-state separator, including
achieving substantial improvements in throughput and yield required to hit
commercial targets. Further, we will need to capture industry cost savings in
the materials, components, equipment, and processes that we share, notably in
the cathode, cell design, and factory.

Commercialization and Market Focus



As noted above, we will continue developing our battery technology with the goal
of enabling customer prototype sampling in 2022, samples for use in test cars by
2023, and commercialization beginning between 2024 and 2025. We have validated
the performance capabilities of our solid-state separator and battery technology
in single-layer solid-state cells at the commercially relevant size (70x85mm)
and four-layer solid-state battery cells at a smaller size (30x30mm), four-layer
solid-state battery cells at the commercially relevant size (70x85mm); and more
recently have started cycling our first 10-layer solid-state cells at the
commercially relevant size (70x85mm). We will work to continue improving
quality, consistency and throughput, and to optimize all components of the cell.
We will continue to work to further develop and validate the volume
manufacturing processes to enable high volume manufacturing and minimize
manufacturing costs. The funds available to us will enable us to expand and
accelerate research and development activities and undertake additional
initiatives. Finally, we will continue to use and expand on our engineering line
in San Jose to prepare for high volume manufacturing, to continue to order QS-0
equipment and prepare our QS-0 facility, and plan our production QS-1 facility
through our joint venture partnership with Volkswagen.

QS-1 will be built and run by QSV, the joint venture between us and Volkswagen.
The QS-1 Expansion would represent a small fraction of Volkswagen's demand for
batteries and implies vehicle volumes under 2.4% of Volkswagen's total
production in 2020, assuming a 100kWh battery pack size. Our goal is to
significantly expand the production capacity of the joint venture, in
partnership with Volkswagen, to meet more of their projected demand. While we
expect Volkswagen will be the first to commercialize vehicles using our battery
technology, we intend to work closely with other automotive original equipment
manufacturers ("OEMs") to make our solid-state battery cells widely available
over time. We are focused on automotive EV applications, which have the most
stringent set of requirements for batteries. However, we recognize that our
solid-state battery technology has applicability in other large and growing
markets including stationary storage and consumer electronics such as
smartphones and wearables.

                                       24

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We believe that our technology enables a variety of business models. In addition
to joint ventures, such as the one with Volkswagen, we may operate solely-owned
manufacturing facilities or license technology to other manufacturers. Where
appropriate, we may build and sell separators rather than complete battery
cells. We intend to continue to invest in research and development to improve
battery cell performance, improve manufacturing processes, and reduce cost.

Access to Capital



Following the Business Combination, the March 2021 Public Offering, and assuming
we experience no significant delays in the research and development of our
solid-state battery cells, we believe that our cash resources are sufficient to
fund our initial start of production, to fund QS-0 operating expenses, and to
partially fund our share of the equity portion of the joint venture's costs of
building QS-1 Expansion, net of debt intended to be incurred by the joint
venture. However, any delays could materially impact us.

Regulatory Landscape



We operate in an industry that is subject to many established environmental
regulations, which have generally become more stringent over time, particularly
in hazardous waste generation and disposal and pollution control. Regulations in
our target markets include economic incentives to purchasers of EVs, tax credits
for EV manufacturers, and economic penalties that may apply to a car
manufacturer based on its fleet-wide emissions which may indirectly benefit us
in that the regulations will expand the market size of EVs. While we expect
environmental regulations to provide a tailwind to our growth, it is possible
for certain regulations to result in margin pressures. Trade restrictions and
tariffs, while historically minimal between the European Union and the United
States where most of our production and sales are expected, are subject to
unknown and unpredictable change that could impact our ability to meet projected
sales or margins.

Basis of Presentation

We currently conduct our business through one operating segment. As
a pre-revenue company with no commercial operations, our activities to date have
been limited and were conducted primarily in the United States. Our historical
results are reported under U.S. GAAP and in U.S. dollars. Upon commencement of
commercial operations, we expect to expand our global operations substantially,
including in the United States and the European Union, and as a result we expect
our future results to be sensitive to foreign currency transaction and
translation risks and other financial risks that are not reflected in our
historical financial statements. As a result, we expect that the financial
results we report for periods after we begin commercial operations will not be
comparable to the financial results included in this Report.

Components of Results of Operations



We are a research and development stage company and our historical results may
not be indicative of our future results for reasons that may be difficult to
anticipate. Accordingly, the drivers of our future financial results, as well as
the components of such results, may not be comparable to our historical or
projected results of operations.

Research and Development Expense



To date, our research and development expenses have consisted primarily of
personnel-related expenses for scientists, experienced engineers and technicians
as well as costs associated with the expansion and ramp up of our engineering
and QS-0 facilities in San Jose, including the material and supplies to support
the product development and process engineering efforts. As we ramp up our
engineering operations to complete the development of our solid-state,
lithium-metal batteries and required process engineering to meet automotive cost
targets, we anticipate that research and development expenses will increase
significantly for the foreseeable future as we expand our hiring of scientists,
engineers, and technicians and continue to invest in additional plant and
equipment for product development (e.g. multi-layer cell stacking, packaging
engineering), building prototypes, and testing of battery cells as our team
works to meet the full set of automotive product requirements.

General and Administrative Expense



General and administrative expenses consist mainly of personnel-related expenses
for our executive, sales and marketing and other administrative functions and
expenses for director and officer insurance and outside professional services,
including legal, accounting and other advisory services. We are rapidly
expanding our personnel headcount and supporting systems, in anticipation of
planning for and supporting the ramping up of commercial manufacturing
operations and being a public company. Accordingly, we expect our general and
administrative expenses to increase significantly in the near term and for the
foreseeable future. Upon commencement of commercial operations, we also expect
general and administrative expenses to include customer and sales support and
advertising costs.

                                       25

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Change in Fair Value of Assumed Common Stock Warrant Liability



The change in fair value of Assumed Common Stock Warrant liabilities consists of
the change in non-cash fair value of the Public Warrants and Private Placement
Warrants assumed in connection with the Business Combination. We expect to incur
an incremental income (expense) for the fair value adjustments for the
outstanding Assumed Common Stock Warrant liabilities at the end of each
reporting period or through the exercise of the warrants.

Interest Expense

Interest expense consists primarily of interest expense associated with the interest component of our QS-0 facility lease.

Interest Income

Interest income consists primarily of interest income from marketable securities.

Other Income (Expense)

Our other income (expense) consists primarily of gain (loss) on the disposal of fixed assets.



Income Tax Expense / Benefit

Our income tax provision consists of an estimate for U.S. federal and state income taxes based on enacted rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities, and changes in the tax law. We maintain a valuation allowance against the full value of our U.S. and state net deferred tax assets because we believe the recoverability of the tax assets is not more likely than not.

Results of Operations

Comparison of the Three and Six Months Ended June 30, 2021 to the Three and Six Months Ended June 30, 2020

The following table sets forth our historical operating results for the periods indicated (amounts in thousands):





                                     Three Months Ended June 30,             $            %           Six Months Ended June 30,            $            %
                                      2021                 2020           Change       Change           2021               2020         Change       Change
Operating expenses:
Research and development         $       35,776       $       12,049     $  23,727         197 %    $      65,241       $   25,396     $  39,845         157 %
General and administrative               13,846                2,178        11,668         536 %           29,056            4,747        24,309         512 %
Total operating expenses                 49,622               14,227        35,395         249 %           94,297           30,143        64,154         213 %
Loss from operations                    (49,622 )            (14,227 )     (35,395 )       249 %          (94,297 )        (30,143 )     (64,154 )       213 %
Other income:
Interest expense                           (238 )                  -          (238 )       100 %             (238 )              -          (238 )       100 %
Interest income                             349                  281            68          24 %              596              819          (223 )       (27 )%
Change in fair value of
assumed common stock warrant
liabilities                             130,504                    -       130,504         100 %           99,740                -        99,740         100 %
Other (expense) income                       (5 )                  -            (5 )       100 %               98                -            98         100 %
Total other income:                     130,610                  281       130,329       46380 %          100,196              819        99,377       12134 %
Net income (loss)                        80,988              (13,946 )      94,934        (681 )%           5,899          (29,324 )      35,223        (120 )%
Less: Net loss attributable to
non-controlling interest                      -                   (1 )           1        (100 )%             (10 )             (5 )          (5 )       100 %
Net income (loss) attributable
to common stockholders           $       80,988       $      (13,945 )   $  94,933        (681 )%   $       5,909       $  (29,319 )   $  35,228        (120 )%




Research and Development

The increase in research and development expense in the three months ended June
30, 2021 compared to the same period of the prior year primarily resulted from
the $9.2 million increase in personnel cost due to the growth in research and
development headcount to support technology development, an increase of
$3.5 million in material supplies and equipment maintenance to support the
increase of research and development cell builds in our commercial form factor,
an increase of $1.9 million related to depreciation and amortization, an
increase of $2.2 million in facility expenses primarily related to the QS-0
facility and a $1.7 million increase in professional fees, administrative
expenses and outside services to support the growth in product development and
process engineering efforts. Additionally, non-cash stock-based compensation
expense increased by $5.2 million from $1.4 million for the three months ended
June

                                       26

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30, 2020 to $6.6 million for the three months ended June 30, 2021 primarily due to the effect of restricted stock unit ("RSU") grants in the second half of fiscal 2020 and the first half of fiscal 2021.



The increase in research and development expense in the six months ended June
30, 2021 compared to the same period of the prior year primarily resulted from
the $16.3 million increase in personnel cost due to the growth in research and
development headcount to support technology development, an increase of
$5.0 million in material supplies and equipment maintenance to support the
increase of research and development cell builds in our commercial form factor,
an increase of $2.7 million related to depreciation and amortization, an
increase of $3.0 million in facility expenses primarily related to the QS-0
facility, and a $2.6 million increase in professional fees and outside services
to support the growth in product development and process engineering efforts.
Additionally, non-cash stock-based compensation expense increased by
$10.3 million from $2.7 million for the six months ended June 30, 2020 to
$13.0 million for the six months ended June 30, 2021 primarily due to the effect
of RSUs granted in the second half of fiscal 2020 and the first half of fiscal
2021.

General and Administrative



The increase in general and administrative expenses in the three months ended
June 30, 2021 compared to the same period of the prior year is due in part to
the increase of $4.1 million for stock-based compensation in the three months
ended June 30, 2021 for grants in 2020 and RSUs granted in 2021. Additionally,
professional fees and other corporate expenses increased by $3.3 million due to
costs associated with business growth, personnel costs increased by $2.4 million
due to the headcount increase to support business growth and director and
officer insurance expenses increased by $1.8 million.

The increase in general and administrative expenses in the six months ended June
30, 2021 compared to the same period of the prior year is due in part to the
increase of $8.6 million for stock-based compensation in the six months ended
June 30, 2021 for grants in 2020 and RSUs granted during the six months ended
June 30, 2021. Additionally, professional fees and other corporate expenses
increased by $6.8 million due to costs associated with business growth,
personnel costs increased by $5.2 million due to the headcount increase to
support business growth and director and officer insurance expenses increased by
$3.6 million.

Interest Income

The increase in interest income during the three months ended June 30, 2021 compared to the same period of the prior year was due to an increase in interest on marketable securities.

The decrease in interest income during the six months ended June 30, 2021 compared to the same period of the prior year was due to lower interest rates on cash investments, partially offset by higher cash, cash equivalent and marketable security balances.

Interest Expense



The increase in interest expense during the three and six months ended June 30,
2021, as compared to the same period of the prior year was due to the interest
expense associated with the QS-0 finance lease, which commenced during the three
and six months ended June 30, 2021.

Change in Fair Value of Assumed Common Stock Warrant Liability



The change in fair value of Assumed Common Stock Warrant liabilities was due to
the change in the estimated non-cash fair value of the Public and Private
Placement Warrants at the end of each reporting period or through the exercise
of the warrants.

As of June 30, 2021, we had 1,638,965 Public Warrants and 6,650,000 Private Placement Warrants outstanding.

Other Income (Expense)

Other income for the six months ended June 30, 2021 primarily consisted of a gain on the disposal of fixed assets.

Liquidity and Capital Resources



As of June 30, 2021 and December 31, 2020, our principal sources of liquidity
were our cash and cash equivalents and marketable securities in the amount of
approximately $1.6 billion and $997.6 million, respectively. Our cash
equivalents are invested in U.S. money market funds and commercial paper. Our
marketable securities are invested in U.S. Treasury notes and bonds, commercial
paper, and corporate notes and bonds.

We have yet to generate any revenue from our business operations. To date, we
have funded our capital expenditure and working capital requirements through
equity as further discussed below. Our ability to successfully develop our
products, commence commercial operations and expand our business will depend on
many factors, including our working capital needs, the availability of equity or
debt financing and, over time, our ability to generate cash flows from
operations.

Prior to the Business Combination, we financed our operations primarily from the
sales of redeemable convertible preferred stock. In connection with the Business
Combination, we received net cash proceeds of approximately $676.9 million.
Additionally, after the Business Combination, we received proceeds from the
Series F Preferred Stock Purchase Agreements.

In March 2021, we completed the March 2021 Public Offering for aggregate net cash proceeds of $462.9 million.


                                       27

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In April 2021, we received $100 million from VGA pursuant to our achievement of the technical milestone specified in the Series F Preferred Stock Purchase Agreements.



We believe that our cash on hand will be sufficient to meet our working capital
and capital expenditure requirements for a period of at least twelve months from
the date of this Report. We believe it is also sufficient to fund QS-0 operating
expenses, and to partially fund our share of the equity portion of the joint
venture's costs of building QS-1 Expansion, net of debt intended to be incurred
by the joint venture, and fund our operations until we initially commence
production of the pilot line solid-state battery through the first commercial
sales, assuming we are able to do so as currently contemplated. We may, however,
need additional cash resources due to changed business conditions or other
developments, including unanticipated delays in negotiations with OEMs
and tier-one automotive suppliers or other suppliers, supply chain challenges,
disruptions due to the COVID-19 pandemic, competitive pressures, and regulatory
developments, among others. To the extent that our current resources are
insufficient to satisfy our cash requirements, we may need to seek additional
equity or debt financing. If such financing is not available, or if the
financing terms are less desirable than we expect, we may be forced to decrease
our level of investment in product development or scale back our operations,
which could have an adverse impact on our business and financial prospects.

Cash Flows

The following table provides a summary of our cash flow data for the periods indicated (amounts in thousands):





                                                        Six Months Ended June 30,
                                                           2021              2020
Net cash used in operating activities                 $      (54,435 )     $ (22,000 )
Net cash (used in) provided by investing activities         (330,539 )      

27,758


Net cash provided by financing activities                    683,648              14



Cash Used in Operating Activities

Our cash flows used in operating activities to date have been primarily comprised of payroll, material and supplies, facilities expense, and professional service related to research and development and general and administrative activities. As we continue to ramp up hiring for technical headcount to accelerate our engineering efforts ahead of starting the pilot line operations, we expect our cash used in operating activities to increase significantly before we start to generate any material cash flows from our business.



Our net income of $5.9 million for the six months ended June 30, 2021 was offset
by non-cash income of $99.7 million related to the change in fair value of
Assumed Common Stock Warrant liabilities, non-cash expense of $23.3 million
related to stock-based compensation, non-cash expense of $5.4 million related to
amortization of premiums and accretion of discounts on marketable securities,
and non-cash expense of $5.2 million related to depreciation and amortization.

Cash used during the six months ended June 30, 2020 included the effect of a net
loss of $29.3 million adjusted for non-cash items including expenses of
$4.4 million related to stock-based compensation and $3.1 million related to
depreciation and amortization.

Cash Flows from Investing Activities



Our cash flows from investing activities to date have been comprised of
purchases of property and equipment and purchases and maturities of our
marketable securities. We expect the level of capital investment to increase
substantially in the near future as we fully build out our engineering lines as
well as acquire the property and equipment for QS-0.

Proceeds from the maturities of marketable securities increased to
$411.0 million for the six months ended June 30, 2021, as compared to
$62.0 million for the six months ended June 30, 2020 due to the timing of the
maturity of securities. Proceeds from the sales of marketable securities during
the six months ended June 30, 2021 was $121.5 million, as compared to $0 for the
six months ended June 30, 2020. Cash used for the purchase of marketable
securities in the six months ended June 30, 2021 was $819.3 million, a
significant increase over the $24.4 million of cash used for the purchase of
marketable securities in the six months ended June 30, 2020. Net cash used for
property and equipment purchases in the six months ended June 30, 2021 was
$43.7 million, a significant increase over the $9.9 million of cash used for
equipment purchases in the six months ended June 30, 2020 including the
purchases for QS-0.

Cash Flows from Financing Activities



The increase in cash provided by financing activities is due to $462.9 million
in net proceeds received from the March 2021 Public Offering, $112.3 million
received from the exercise of Public Warrants, $99.9 million in net proceeds
received from the Series F Preferred Stock Agreements and approximately $9.5
million received from the exercise of stock options during the six months ended
June 30, 2021.

Cash received from financing activities during the six months ended June 30, 2020 is related to proceeds received from the exercise of stock options.


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Contractual Obligations and Commitments



We currently lease our headquarters, certain other warehouse space and certain
equipment through 2032. On June 22, 2021, we amended the terms of our
headquarter lease to provide for, among other things, an extension of the lease
term to September 2032.

On April 2, 2021, we entered into a lease agreement for premises consisting of
approximately 197,000 rentable square feet of space located in San Jose,
California to be used for QS-0. The lease expires on September 30, 2032. The
QS-0 lease is classified as a finance lease.

The following table summarizes our contractual obligations and other commitments for cash expenditures as of June 30, 2021 and the years in which these obligations are due (amounts in thousands):



                                                    Within                                       More than
                                       Total        1 Year       1-3 Years       3-5 Years        5 Years
                                                                 (in thousands)
Operating lease obligations           $ 29,900     $  2,389     $     3,836     $     5,289     $    18,386
Finance lease obligations (1)         $ 50,223     $ (4,591 )   $     7,917     $    10,545     $    36,352
Total                                 $ 80,123     $ (2,202 )   $    11,753     $    15,834     $    54,738

(1) The expected payments include expected reimbursements of $5.4 million,


       primarily for tenant improvement allowance.



Off-Balance Sheet Arrangements

QuantumScape is not a party to any off-balance sheet arrangements, as defined under SEC rules.

Critical Accounting Policies and Estimates



Our financial statements have been prepared in accordance with U.S. GAAP. In the
preparation of these condensed consolidated financial statements, we are
required to use judgment in making estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities as of the date of the financial statements, as well as
the reported expenses incurred during the reporting periods.

We consider an accounting judgment, estimate or assumption to be critical when
(1) the estimate or assumption is complex in nature or requires a high degree of
judgment and (2) the use of different judgments, estimates and assumptions could
have a material impact on the consolidated financial statements. Our significant
accounting policies are described in Note 2 to our condensed consolidated
financial statements included elsewhere in this Report. Our critical accounting
policies and estimates were described in Part II, Item 7, Critical Accounting
Policies and Estimates in our Annual Report. There have been no material changes
to our critical accounting policies and estimates since our Annual Report.

Emerging Growth Company Status



Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being
required to comply with new or revised financial accounting standards until
private companies are required to comply with the new or revised financial
accounting standards. The JOBS Act provides that a company can choose not to
take advantage of the extended transition period and comply with the
requirements that apply to non-emerging growth companies, and any such election
to not take advantage of the extended transition period is irrevocable.

We are an "emerging growth company" as defined in Section 2(a) of the Securities
Act of 1933, as amended (the "Securities Act") and have elected to take
advantage of the benefits of the extended transition period for new or revised
financial accounting standards. We expect to continue to take advantage of the
benefits of the extended transition period, although we may decide to early
adopt such new or revised accounting standards to the extent permitted by such
standards. This may make it difficult or impossible to compare our financial
results with the financial results of another public company that is either not
an emerging growth company or is an emerging growth company that has chosen not
to take advantage of the extended transition period exemptions because of the
potential differences in accounting standards used.

Recent Accounting Pronouncements



See Note 3 to the condensed consolidated financial statements in this Report for
more information about recent accounting pronouncements, the timing of their
adoption, and our, to the extent it has made one, of their potential impact on
our financial condition and its results of operations and cash flows.



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