QuantumScape Corp — Major Shareholding Notification 2021

Feb 11, 2021

SC 13G/A 1 QS_S13GA1.htm SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1)

QUANTUMSCAPE CORPORATION (formerly Kensington Capital Acquisition Corp.)
(Name of Issuer)

CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)

74767V109
(CUSIP Number)

DECEMBER 31, 2020
(Date of event which requires filing of this statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).

CUSIP No. 74767V109 SCHEDULE 13G Page 2 of 17

1	NAMES OF REPORTING PERSONS Integrated Core Strategies (US) LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER -0-
6	SHARED VOTING POWER 1,633,931
7	SOLE DISPOSITIVE POWER -0-
8	SHARED DISPOSITIVE
POWER 1,633,931

| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,633,931 |
| --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 0.8% |
| 12 | TYPE OF REPORTING PERSON OO |

CUSIP No. 74767V109 SCHEDULE 13G Page 3 of 17

1	NAMES OF REPORTING PERSONS ICS Opportunities II LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER -0-
6	SHARED VOTING POWER 15,300
7	SOLE DISPOSITIVE POWER -0-
8	SHARED DISPOSITIVE
POWER 15,300

| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 15,300 |
| --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 0.0% |
| 12 | TYPE OF REPORTING PERSON OO |

CUSIP No. 74767V109 SCHEDULE 13G Page 4 of 17

1	NAMES OF REPORTING PERSONS ICS Opportunities, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER -0-
6	SHARED VOTING POWER 1,254,894
7	SOLE DISPOSITIVE POWER -0-
8	SHARED DISPOSITIVE POWER 1,254,894

| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,254,894 |
| --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 0.6% |
| 12 | TYPE OF REPORTING PERSON CO |

CUSIP No. 74767V109 SCHEDULE 13G Page 5 of 17

1	NAMES OF REPORTING PERSONS Integrated Assets II LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER -0-
6	SHARED VOTING POWER 336
7	SOLE DISPOSITIVE POWER -0-
8	SHARED DISPOSITIVE POWER 336

| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 336 |
| --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 0.0% |
| 12 | TYPE OF REPORTING PERSON OO |

CUSIP No. 74767V109 SCHEDULE 13G Page 6 of 17

1	NAMES OF REPORTING PERSONS Integrated Assets, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER -0-
6	SHARED VOTING POWER 32
7	SOLE DISPOSITIVE POWER -0-
8	SHARED DISPOSITIVE POWER 32

| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 32 |
| --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 0.0% |
| 12 | TYPE OF REPORTING PERSON CO |

CUSIP No. 74767V109 SCHEDULE 13G Page 7 of 17

1	NAMES OF REPORTING PERSONS Millennium International Management LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER -0-
6	SHARED VOTING POWER 1,270,562
7	SOLE DISPOSITIVE POWER -0-
8	SHARED DISPOSITIVE POWER 1,270,562

| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,270,562 |
| --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 0.6% |
| 12 | TYPE OF REPORTING PERSON PN |

CUSIP No. 74767V109 SCHEDULE 13G Page 8 of 17

1	NAMES OF REPORTING PERSONS Millennium Management LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER -0-
6	SHARED VOTING POWER 2,904,493
7	SOLE DISPOSITIVE POWER -0-
8	SHARED DISPOSITIVE POWER 2,904,493

| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 2,904,493 |
| --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 1.4% |
| 12 | TYPE OF REPORTING PERSON OO |

CUSIP No. 74767V109 SCHEDULE 13G Page 9 of 17

1	NAMES OF REPORTING PERSONS Millennium Group Management LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER -0-
6	SHARED VOTING POWER 2,904,493
7	SOLE DISPOSITIVE POWER -0-
8	SHARED DISPOSITIVE POWER 2,904,493

| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 2,904,493 |
| --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 1.4% |
| 12 | TYPE OF REPORTING PERSON OO |

CUSIP No. 74767V109 SCHEDULE 13G Page 10 of 17

1	NAMES OF REPORTING PERSONS Israel A. Englander
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United
States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER -0-
6	SHARED VOTING POWER 2,904,493
7	SOLE DISPOSITIVE POWER -0-
8	SHARED DISPOSITIVE POWER 2,904,493

| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 2,904,493 |
| --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 1.4% |
| 12 | TYPE OF REPORTING
PERSON IN |

CUSIP No. 74767V109 SCHEDULE 13G Page 11 of 17

| Item 1. | (a) | Name of
Issuer : |
| --- | --- | --- |
| | | QuantumScape Corporation, a Delaware corporation (the "Issuer"). |
| | (b) | Address of Issuer’s Principal
Executive Offices : |
| | | 1730 Technology Drive San Jose, California 95110 |
| Item 2. | (a) | Name of Person
Filing : |
| | (b) | Address of Principal Business
Office : |
| | (c) | Citizenship : |
| | | Integrated Core Strategies (US) LLC c/o Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware |
| | | ICS Opportunities II LLC c/o Millennium International Management LP 666 Fifth Avenue New York, New York 10103 Citizenship: Cayman Islands |
| | | ICS Opportunities, Ltd. c/o Millennium International Management LP 666 Fifth Avenue New York, New York 10103 Citizenship: Cayman Islands |
| | | Integrated Assets II LLC c/o Millennium International Management LP 666 Fifth Avenue New York, New York 10103 Citizenship: Cayman Islands |
| | | Integrated Assets, Ltd. c/o Millennium International Management LP 666 Fifth Avenue New York, New York 10103 Citizenship: Cayman Islands |
| | | Millennium International Management LP 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware |
| | | Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware |
| | | Millennium Group Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware |
| | | Israel A. Englander c/o
Millennium Management LLC 666 Fifth Avenue New York, New York
10103 Citizenship: United States |
| | (d) | Title of Class of
Securities : |
| | | Class A common stock, par value $0.0001 per share ("Class A Common Stock") |
| | (e) | CUSIP Number: |
| | | 74767V109 |

CUSIP No. 74767V109 SCHEDULE 13G Page 12 of 17

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

| (a) | o | Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o); |
| --- | --- | --- |
| (b) | o | Bank as defined in
section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | o | Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | o | Investment company
registered under section 8 of the Investment Company Act of 1940 (15
U.S.C. 80a-8); |
| (e) | o | An investment adviser
in accordance with
§240.13d-1(b)(1)(ii)(E); |

(f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

CUSIP No. 74767V109 SCHEDULE 13G Page 13 of 17

| (g) | o | A parent holding
company or control person in accordance with
§240.13d-1(b)(1)(ii)(G); |
| --- | --- | --- |
| (h) | o | A savings association
as defined in Section 3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813); |
| (i) | o | A church plan that is
excluded from the definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3); |
| (j) | o | Group, in accordance
with §240.13d-1(b)(1)(ii)(J). |

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount Beneficially Owned

As of the close of business on December 31, 2020:

i) Integrated Core Strategies (US) LLC, a Delaware limited liability company ("Integrated Core Strategies"), beneficially owned 1,633,931 shares of the Issuer’s Class A Common Stock;

ii) ICS Opportunities II LLC, a Cayman Islands limited liability company ("ICS Opportunities II"), beneficially owned 15,300 shares of the Issuer’s Class A Common Stock;

iii) ICS Opportunities, Ltd., an exempted company organized under the laws of the Cayman Islands ("ICS Opportunities"), beneficially owned 1,254,894 shares of the Issuer’s Class A Common Stock (consisting of 1,119,894 shares of the Issuer’s Class A Common Stock and warrants to purchase 135,000 shares of the Issuer’s Class A Common Stock);

iv) Integrated Assets II LLC, a Cayman Islands limited liability company ("Integrated Assets II"), beneficially owned 336 shares of the Issuer’s Class A Common Stock; and

v) Integrated Assets, Ltd., an exempted company organized under the laws of the Cayman Islands ("Integrated Assets") beneficially owned 32 shares of the Issuer’s Class A Common Stock, which together with the shares of the Issuer’s Class A Common Stock beneficially owned by Integrated Core Strategies, ICS Opportunities II, ICS Opportunities, and Integrated Assets II represented 2,904,493 shares of the Issuer’s Class A Common Stock or 1.4% of the Issuer’s Class A Common Stock outstanding.

Millennium International Management LP, a Delaware limited partnership ("Millennium International Management"), is the investment manager to ICS Opportunities II, ICS Opportunities, Integrated Assets II and Integrated Assets and may be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities II, ICS Opportunities, Integrated Assets II and Integrated Assets.

Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the general partner of the managing member of Integrated Core Strategies and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. Millennium Management is also the general partner of the 100% owner of ICS Opportunities II, ICS Opportunities, Integrated Assets II and Integrated Assets and may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities II, ICS Opportunities, Integrated Assets II and Integrated Assets.

Millennium Group Management LLC, a Delaware limited liability company ("Millennium Group Management"), is the managing member of Millennium Management and may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. Millennium Group Management is also the general partner of Millennium International Management and may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities II, ICS Opportunities, Integrated Assets II and Integrated Assets.

The managing member of Millennium Group Management is a trust of which Israel A. Englander, a United States citizen ("Mr. Englander"), currently serves as the sole voting trustee. Therefore, Mr. Englander may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies, ICS Opportunities II, ICS Opportunities, Integrated Assets II and Integrated Assets.

The foregoing should not be construed in and of itself as an admission by Millennium International Management, Millennium Management, Millennium Group Management or Mr. Englander as to beneficial ownership of the securities owned by Integrated Core Strategies, ICS Opportunities II, ICS Opportunities, Integrated Assets II or Integrated Assets, as the case may be.

(b) Percent of Class:

As of the close of business on December 31, 2020, Millennium Management, Millennium Group Management and Mr. Englander may be deemed to have beneficially owned 2,904,493 shares of the Issuer’s Class A Common Stock or 1.4% of the Issuer’s Class A Common Stock outstanding (see Item 4(a) above), which percentage was calculated based on 207,696,594 shares of the Issuer’s Class A Common Stock outstanding as of December 23, 2020, as reported in the Issuer’s prospectus filed on December 30, 2020.

CUSIP No. 74767V109 SCHEDULE 13G Page 14 of 17

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote

-0-

(ii) Shared power to vote or to direct the vote

2,904,493 (See Item 4(b))

(iii) Sole power to dispose or to direct the disposition of

-0-

(iv) Shared power to dispose or to direct the disposition of

2,904,493 (See Item 4(b))

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following þ .

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group

See Exhibit I.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certification

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No. 74767V109 SCHEDULE 13G Page 15 of 17

Exhibits:

Exhibit I: Joint Filing Agreement, dated as of February 10, 2021, by and among Integrated Core Strategies (US) LLC, ICS Opportunities II LLC, ICS Opportunities, Ltd., Integrated Assets II LLC, Integrated Assets, Ltd., Millennium International Management LP, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander.

| CUSIP
No. |
| --- |
| SIGNATURE |

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct. Dated: February 10, 2021

INTEGRATED CORE STRATEGIES (US) LLC By: Integrated Holding Group LP, its Managing Member By: Millennium Management LLC, its General Partner
By: /s/Gil Raviv
ICS OPPORTUNITIES II LLC By: Millennium International Management LP, its Investment Manager
By: /s/ Gil Raviv
ICS OPPORTUNITIES, LTD. By: Millennium International Management LP, its Investment Manager
By: /s/Gil Raviv
INTEGRATED ASSETS II LLC By: Millennium International Management LP, its Investment Manager
By: /s/Gil Raviv
INTEGRATED ASSETS, LTD. By: Millennium International Management LP, its Investment Manager
By: /s/Gil Raviv
MILLENNIUM INTERNATIONAL MANAGEMENT LP
By: /s/Gil Raviv
MILLENNIUM MANAGEMENT LLC
By: /s/Gil Raviv
MILLENNIUM GROUP MANAGEMENT LLC
By: /s/Gil Raviv
/s/ Israel A.
Englander

| CUSIP
No. |
| --- |
| EXHIBIT I |
| JOINT
FILING AGREEMENT |

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A Common Stock, par value $0.0001 per share, of QuantumScape Corporation, a Delaware corporation, will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated: February 10, 2021

INTEGRATED CORE STRATEGIES (US) LLC By: Integrated Holding Group LP, its Managing Member By: Millennium Management LLC, its General Partner
By: /s/ Gil Raviv
ICS OPPORTUNITIES II LLC By: Millennium International Management LP, its Investment Manager
By: /s/ Gil Raviv
ICS OPPORTUNITIES, LTD. By: Millennium International Management LP, its Investment Manager
By: /s/Gil Raviv
INTEGRATED ASSETS II LLC By: Millennium International Management LP, its Investment Manager
By: /s/Gil Raviv
INTEGRATED ASSETS, LTD. By: Millennium International Management LP, its Investment Manager
By: /s/Gil Raviv
MILLENNIUM INTERNATIONAL MANAGEMENT LP
By: /s/Gil Raviv
MILLENNIUM MANAGEMENT LLC
By: /s/Gil Raviv
MILLENNIUM GROUP MANAGEMENT LLC
By: /s/Gil Raviv
/s/ Israel A.
Englander