0000950170-23-015769 | 10-Q | XBRL Viewer

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Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents ($3,427 and $3,395 as of March 31, 2023 and December 31, 2022, respectively, for joint venture)	$ 241,210	$ 235,393
Marketable securities	741,939	826,340
Prepaid expenses and other current assets	11,476	10,591
Total current assets	994,625	1,072,324
Property and equipment, net	311,358	295,934
Right-of-use assets - finance lease	27,295	28,013
Right-of-use assets - operating lease	59,566	60,782
Other assets	18,330	18,353
Total assets	1,411,174	1,475,406
Current liabilities
Accounts payable	17,195	21,420
Accrued liabilities	10,395	7,477
Accrued compensation and benefits	9,269	13,061
Operating lease liability, short-term	3,987	3,478
Finance lease liability, short-term	2,677	1,373
Total current liabilities	43,523	46,809
Operating lease liability, long-term	61,481	62,560
Finance lease liability, long-term	37,300	38,005
Other liabilities	10,161	8,488
Total liabilities	152,465	155,862
Commitments and contingencies (see Note 7)
Redeemable non-controlling interest	1,720	1,704
Stockholders’ equity
Preferred stock- $0.0001 par value; 100,000 shares authorized; none issued and outstanding as of March 31, 2023 and December 31, 2022
Common stock - $0.0001 par value; 1,250,000 shares authorized (1,000,000 Class A and 250,000 Class B); 373,677 Class A and 69,953 Class B shares issued and outstanding as of March 31, 2023, 358,505 Class A and 79,454 Class B shares issued and outstanding as of December 31, 2022	44	44
Additional paid-in-capital	3,809,459	3,771,181
Accumulated other comprehensive loss	(12,355)	(17,873)
Accumulated deficit	(2,540,159)	(2,435,512)
Total stockholders’ equity	1,256,989	1,317,840
Total liabilities, redeemable non-controlling interest and stockholders’ equity	$ 1,411,174	$ 1,475,406

Summary of Significant Accounting Policies - Additional Information (Details)	3 Months Ended		12 Months Ended
	Mar. 31, 2023 USD ($) Segment shares	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Sep. 30, 2018 Agreement
Summary Of Significant Accounting Policies [Line Items]
Number of operating agreements of joint venture parties \| Agreement					2
Redeemable non-controlling interest	$ 1,720,000	$ 1,692,000	$ 1,704,000	$ 1,693,000
Restricted cash	$ 17,500,000		17,500,000
Number of reportable segment \| Segment	1
Number of operating segment \| Segment	1
Vesting period	4 years
Provision for income taxes	$ 0	0
Current income tax expense (benefit)	0	0
Deferred income tax expense (benefit)	$ 0	$ 0
Restricted Stock Unit \| Maximum
Summary Of Significant Accounting Policies [Line Items]
Vesting period	4 years
Class A Common Stock
Summary Of Significant Accounting Policies [Line Items]
Number of shares purchased \| shares	0
Class A Common Stock \| 2020 Equity Employee Stock Purchase Plan
Summary Of Significant Accounting Policies [Line Items]
Common stock reserved for future issuance \| shares	11,300,000
Class A Common Stock \| 2020 Equity Employee Stock Purchase Plan \| Maximum
Summary Of Significant Accounting Policies [Line Items]
Purchase of common stock \| shares	1,000
US Government Money Market Fund and Marketable Securities
Summary Of Significant Accounting Policies [Line Items]
Investment securities	$ 186,200,000		107,400,000
U.S. Government and Agency Securities
Summary Of Significant Accounting Policies [Line Items]
Investment securities	$ 582,000,000.0		$ 610,500,000
JVA
Summary Of Significant Accounting Policies [Line Items]
Percentage of joint venture holders voting interest	23.10%		21.50%
Contribution in exchange for equity interests	$ 1,700,000
Equity interests percentage	50.00%
Redeemable non-controlling interest	$ 1,700,000

Fair Value Measurement - Summary of Estimated Amortized Cost and Fair Value of Available-for-Sale Securities by Contractual Maturity (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Investments, Debt and Equity Securities [Abstract]
Amortized Cost, Due within one year	$ 825,431
Amortized Cost, Due after one year and through five years	164,542
Total Amortized Cost	989,973
Fair Value, Due within one year	820,368
Fair Value, Due after one year and through five years	157,250
Total Fair Value	$ 977,618

Leases - Summary of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Leases [Abstract]
Operating outgoing cash flows - operating lease	$ 1,599	$ 444
Right-of-use assets obtained in exchange for new operating lease liabilities		$ 21,889

Leases - Summary of Lease Related Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Finance lease costs:
Amortization of right-of-use assets- finance lease	$ 718	$ 718
Interest on lease liabilities	600	600
Operating lease costs	2,285	2,017
Variable lease costs	579	407
Total lease expense	$ 4,182	$ 3,742

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2023	Apr. 21, 2023
Document And Entity Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Entity Registrant Name	QUANTUMSCAPE CORPORATION
Entity Central Index Key	0001811414
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39345
Entity Tax Identification Number	85-0796578
Entity Address, Address Line One	1730 Technology Drive
Entity Address, City or Town	San Jose
Entity Address, State or Province	CA
Entity Address Postal Zip Code	95110
City Area Code	408
Local Phone Number	452-2000
Document Quarterly Report	true
Document Transition Report	false
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	QS
Security Exchange Name	NYSE
Class A Common Stock
Document And Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		373,708,996
Class B Common Stock
Document And Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		69,953,046

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating expenses:
Research and development	$ 76,941	$ 61,345
General and administrative	33,037	29,312
Total operating expenses	109,978	90,657
Loss from operations	(109,978)	(90,657)
Other income (loss):
Interest expense	(600)	(600)
Interest income	6,277	816
Other income (expense)	(330)	88
Total other income	5,347	304
Net loss	(104,631)	(90,353)
Less: Net income (loss) attributable to non-controlling interest, net of tax of $0	16	(1)
Net loss attributable to common stockholders	(104,647)	(90,352)
Net loss	(104,631)	(90,353)
Other comprehensive income (loss):
Unrealized gain (loss) on marketable securities	5,518	(11,616)
Total comprehensive loss	(99,113)	(101,969)
Less: Comprehensive income (loss) attributable to non-controlling interest	16	(1)
Comprehensive loss attributable to common stockholders	$ (99,129)	$ (101,968)
Net loss per share - Basic	$ (0.24)	$ (0.21)
Net loss per share - Diluted	$ (0.24)	$ (0.21)
Weighted-average common shares outstanding - Basic	440,085	429,335
Weighted-average common shares outstanding - Diluted	440,085	429,335

Stockholders Equity - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 37,990	$ 28,481
Research and Development
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	19,236	13,237
General and Administrative
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 18,754	$ 15,244

Summary of Significant Accounting Policies - Summary of Property and Equipment and Their Estimated Useful Lives (Details)	3 Months Ended
	Mar. 31, 2023
Computer Equipment, Hardware, and Software \| Minimum
Summary Of Significant Accounting Policies [Line Items]
Estimated useful lives of assets	3 years
Computer Equipment, Hardware, and Software \| Maximum
Summary Of Significant Accounting Policies [Line Items]
Estimated useful lives of assets	5 years
Furniture and Fixtures \| Minimum
Summary Of Significant Accounting Policies [Line Items]
Estimated useful lives of assets	7 years
Furniture and Fixtures \| Maximum
Summary Of Significant Accounting Policies [Line Items]
Estimated useful lives of assets	10 years
Machinery and Equipment \| Minimum
Summary Of Significant Accounting Policies [Line Items]
Estimated useful lives of assets	3 years
Machinery and Equipment \| Maximum
Summary Of Significant Accounting Policies [Line Items]
Estimated useful lives of assets	10 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

Stockholders' Equity - Summary of Vesting Tranches (Details) - EPA	3 Months Ended
	Mar. 31, 2023 USD ($)
Tranche 1
Class of Stock [Line Items]
Stock Price Target	$ 60
Tranche 2
Class of Stock [Line Items]
Stock Price Target	120
Tranche 3
Class of Stock [Line Items]
Stock Price Target	180
Tranche 4
Class of Stock [Line Items]
Stock Price Target	240
Tranche 5
Class of Stock [Line Items]
Stock Price Target	$ 300

Balance Sheet Components - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Accrued Liabilities, Current [Abstract]
Accrued property and equipment	$ 2,981	$ 3,152
Accrued facilities expense	670	1,106
Accrued professional service expense	2,338	496
Other	4,406	2,723
Accrued liabilities	$ 10,395	$ 7,477

Commitments and Contingencies

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 7. 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.

Warrants Litigation

Purported Company warrantholders filed actions against the Company in the United States District Court for the Southern District of New York alleging, among other things, that they were entitled to exercise their warrants within 30 days of the closing of the Business Combination and that the preliminary and final versions of the proxy statement/prospectus/information statement dated September 21, 2020, and November 12, 2020, were misleading and/or omitted material information concerning the exercise of the warrants. The actions have been consolidated for the purposes of discovery and motion practice. The operative consolidated complaint, filed January 21, 2022, seeks monetary damages for alleged breach of contract, securities law violations, and fraud. The parties have moved for partial summary judgment, which motions are pending. QuantumScape continues to believe it has meritorious defenses to the claims and intends to defend itself vigorously.

Securities Class Action Litigation

Beginning in January 2021 class action lawsuits were filed in the United States District Court for the Northern District of California by purported purchasers of Company securities. Lead plaintiff filed a consolidated complaint on June 21, 2021, which alleges a purported class that includes all persons who purchased or acquired our securities between November 27, 2020 and April 14, 2021. The consolidated complaint names the Company, its Chief Executive Officer, its Chief Financial Officer, and its Chief Technology Officer as defendants. The consolidated complaint alleges that the defendants purportedly made false and/or misleading statements and failed to disclose material adverse facts about the Company’s business, operations, and prospects, including information regarding the Company’s battery technology. On January 14, 2022, defendants’ motion to dismiss the consolidated complaint was substantially denied. On December 19, 2022, the court granted plaintiffs’ motion to certify the class. Defendants filed a petition with the Ninth Circuit Court of Appeals seeking permission to appeal the certification order. On March 30, 2023, the Ninth Circuit denied the Defendants’ petition. QuantumScape continues to believe it has meritorious defenses to the claims and intends to defend itself vigorously.

Shareholder Derivative Litigation

Two shareholder derivative suits were filed in February 2021 in the United States District Court for the Northern District of California against 11 officers and directors of the Company and have been consolidated into one action, with the first-filed complaint being designated the operative one. The Company is the nominal defendant. The complaint 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 described immediately above. VGA is also named as a defendant in the derivative litigation. The action is currently stayed.

Four shareholder derivative suits were filed beginning in June 2022 in the Court of Chancery of the State of Delaware against current and former directors and officers of the Company. The Company is the nominal defendant. The complaints allege that the individual defendants breached various duties to the Company. VGA is also named as a defendant in two of those actions. The suits were consolidated and are currently stayed.

Delaware Class Action

A shareholder derivative suit was filed in the Court of Chancery of the State of Delaware on August 16, 2022, against former and current directors and officers of the Company and of Kensington. Defendants moved to dismiss the complaint. Plaintiff filed an amended complaint on March 3, 2023, this time seeking relief on behalf of a putative class of holders of Kensington Class A common stock who held such stock prior to the November 23, 2020 redemption deadline and were allegedly entitled to redeem their shares but did not. The amended class action complaint alleges that the defendants breached various duties to the Company or aided and abetted such breaches.

Section 205 Proceeding

On February 9, 2023, the Company filed a petition in the Court of Chancery of the State of Delaware pursuant to Section 205 of the DGCL asking the Court to ratify and validate potentially defective corporate acts (the “Petition”). The Petition concerned a November 25, 2020 vote by the stockholders of the Company to approve certain matters relating to the Business Combination. Among these matters was a proposal to amend the Company's then-effective Amended and Restated Certificate of Incorporation to, among other things, (i) increase the total number of authorized shares of Class A common stock, and (ii) opt out of the separate class voting requirements of Section 242(b)(2) of the DGCL (collectively the “Charter Amendments”). The Charter Amendments were approved by a majority of the shares of the Company's Class A common stock and Class B common stock, voting as a single class.

A ruling by the Court of Chancery in December 2022 introduced uncertainty as to whether Section 242(b)(2) of the DGCL would have required the Charter Amendments to be approved by a separate vote of the majority of the Company's then-outstanding shares of Class A common stock.

In light of that ruling, the Petition sought validation of the filing and effectiveness of the Charter Amendments and the shares and securities issued in reliance on the Charter Amendments to resolve any uncertainty with respect to those matters. A hearing on the merits of the Petition was held on February 27, 2023. The Court granted the relief sought in the Petition, validating and declaring effective pursuant to Section 205 of the DGCL the filing and effectiveness of the Charter Amendments and the shares and securities issued in reliance on the Charter Amendments.

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 March 31, 2023 and December 31, 2022 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.

Other commitments

The Company's minimum purchase commitments consist of non-cancellable agreements to purchase goods and services, primarily for materials, and licenses and hosting services, entered into in the ordinary course of business.

As of March 31, 2023, future minimum purchase commitments in aggregate during the next five years and thereafter are as follows (amounts in thousands):


Fiscal Year	Minimum Purchase Commitments
2023 (remaining nine months)	$	2,571
2024		4,021
2025		4,128
2026		2,105
2027		1,418
Thereafter		—
Total	$	14,243

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Purchase Commitments

As of March 31, 2023, future minimum purchase commitments in aggregate during the next five years and thereafter are as follows (amounts in thousands):


Fiscal Year	Minimum Purchase Commitments
2023 (remaining nine months)	$	2,571
2024		4,021
2025		4,128
2026		2,105
2027		1,418
Thereafter		—
Total	$	14,243

Leases (Tables)

3 Months Ended

Mar. 31, 2023

Leases [Abstract]

Summary of Lease Related Expense

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


	Three Months Ended March 31,
Lease costs	2023		2022
Finance lease costs:
Amortization of right-of-use assets	$	718	$	718
Interest on lease liabilities		600		600
Operating lease costs		2,285		2,017
Variable lease costs		579		407
Total lease expense	$	4,182	$	3,742

Summary of Supplemental Cash Flow Information Related to Leases

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


	Three Months Ended March 31,
	2023		2022
Operating outgoing cash flows - operating lease	$	1,599	$	444
Right-of-use assets obtained in exchange for new operating lease liabilities		—		21,889

Summary of Additional Information for Leases

The table below displays additional information for leases as of March 31, 2023 and December 31, 2022:


	March 31, 2023			December 31, 2022
Finance lease
Weighted-average remaining lease term - finance lease (in years)		9.5			9.8
Weighted-average discount rate - finance lease		6.06	%		6.06	%
Operating lease
Weighted-average remaining lease term - operating lease (in years)		9.4			9.6
Weighted-average discount rate - operating lease		6.36	%		6.36	%

Summary of Future Minimum Payments

As of March 31, 2023, future minimum payments during the next five years and thereafter are as follows (amounts in thousands):


Fiscal Year	Operating Leases			Finance Lease
2023 (remaining nine months)	$	5,857		$	3,751
2024		8,886			5,131
2025		9,099			5,272
2026		9,037			5,417
2027		9,135			5,566
2028		9,404			5,719
Thereafter		36,965			22,345
Total		88,383			53,201
Less present value discount		(22,915	)		(13,224	)
Lease liabilities	$	65,468		$	39,977

Leases - Additional Information (Details)	1 Months Ended			3 Months Ended
Leases - Additional Information (Details)	Nov. 30, 2021 SquareFeet	Jun. 30, 2021	Apr. 30, 2021 SquareFeet RenewalOption	Mar. 31, 2023
Leases [Abstract]
Operating lease expiration, year				2032
Operating lease extension expiration, month and year	2032-09	2032-09	2032-09
Operating lease, renewal term		5 years
Area of rentable space lease \| SquareFeet	222,000		197,000
Finance lease, existence of option to extend	true		true
Finance lease, renewal term			5 years
Number of finance lease renewal options \| RenewalOption			2
Finance lease, option to extend	10-year
Lessee, operating lease, lease not yet commenced, description				The November 2021 leases commenced in November 2021, January 2022, and April 2022 and were classified as operating leases. The additional 10-year extension period has not been included in the calculation of the lease liability and right-of-use asset at the lease inception as the exercise of the option was not reasonably certain.

Earnings (Loss) Per Share - Summary of Potential Common Stock Outstanding Excluded from Computation of Diluted Net Loss Per Share (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive	70,798	63,368
Options
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive	45,179	52,152
RSUs
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive	19,440	11,216
PSUs
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive	6,179

Earnings (Loss) Per Share

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Earnings (Loss) Per Share

Note 9. Earnings (Loss) Per Share

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 a loss for the three months ended March 31, 2023 and 2022, potentially dilutive securities including stock options and warrants, are antidilutive and accordingly, basic net loss per share equals diluted net loss per share.

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 per share amounts):


	Three Months Ended March 31,
	2023			2022
Numerator:
Net loss attributable to common stockholders	$	(104,647	)	$	(90,352	)
Denominator:
Weighted average Class A and Class B Common Stock outstanding - Basic and Diluted		440,085			429,335
Net loss per share attributable to Class A and Class B Common stockholders - Basic and Diluted	$	(0.24	)	$	(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 (amounts in thousands):


	As of March 31,
	2023		2022
Options		45,179		52,152
RSUs		19,440		11,216
PSUs		6,179		—
Total		70,798		63,368

Stockholders' Equity

3 Months Ended

Mar. 31, 2023

Stockholders' Equity Note [Abstract]

Stockholders' Equity

Note 8. Stockholders’ Equity

As of March 31, 2023 and December 31, 2022, 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 common stock are entitled to dividends when, as, and if, declared by the Company’s Board of Directors (the “Board”), subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. As of March 31, 2023, 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.

In March 2021, the Company completed an underwritten public offering of shares of its Class A Common Stock and issued 11,960,000 shares for an aggregate purchase price of $462.9 million, net of issuance costs of $15.5 million (the “March 2021 Public Offering”).

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 stock units to purchase or directly issue shares of common stock to employees, directors, and non-employees.

Upon the closing of the Business Combination, awards under the 2010 Plan were converted at the exchange ratio of 4.02175014920, and assumed into the 2020 Equity Incentive Award Plan (the “2020 Plan”, and together with the 2010 Plan, the “Plans”). The 2020 Plan permits the granting of awards in the form of incentive stock options, nonqualified stock options, stock appreciation rights, restricted shares, restricted stock units and performance awards to employees, directors, and non-employees.

As of March 31, 2023, 84,813,924 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.

Stock Options

Stock option activity under the Plans, including the EPA Program discussed below is as follows:


	Number of Shares Outstanding (in thousands)			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Intrinsic value (in thousands)
Balance as of December 31, 2022(1)		50,124		$	8.65		6.05
Cancelled and forfeited(2)		(864	)		22.50		—
Exercised		(4,081	)		0.99		—
Balance as of March 31, 2023		45,179		$	9.08		6.12	$	184,098
Vested and expected to vest as of March 31, 2023(3)		36,109		$	5.57		5.47	$	184,098
Vested and exercisable as of March 31, 2023		27,752		$	1.88		4.64	$	174,970

(1) This includes 16.0 million options granted and outstanding as of December 31, 2022 pursuant to the EPA Program.

(2) This includes 0.8 million options under the EPA Program.

(3) This includes 6.0 million options granted pursuant to the EPA Program that are currently expected to vest. None of the options granted pursuant to the EPA Program were vested and exercisable as of March 31, 2023.

There were no options granted during the three months ended March 31, 2023 or March 31, 2022. The aggregate intrinsic value of options exercised during the three months ended March 31, 2023 and 2022 was $31.2 million and $12.8 million, respectively.

Stock-based compensation expense is based on the grant-date fair value. The Company recognizes compensation expense for all awards with only service conditions on a straight-line basis over the requisite service period of the awards, which is generally the option vesting term of four years. Excluding options granted pursuant to the EPA Program, as of March 31, 2023, the Company had stock-based compensation of $5.0 million related to unvested stock options not yet recognized that are expected to be recognized over an estimated weighted average period of 1.7 years.

EPA Program

In December 2021, the Company granted stock options for the purchase of an aggregate of approximately 14.7 million shares of the Company's Class A Common Stock to the Company's Chief Executive Officer and other members of the Company’s management team pursuant to the EPA Program that was approved by the Company's stockholders in December 2021. In December 2022, the remaining 2.1 million stock options under the EPA Program were granted to members of the Company's management team under the same terms as those in the initial grant in 2021, representing the final grant pursuant to the EPA Program approved in December 2021. The EPA Program consists of five equal tranches (each a “Tranche”) that vest if the Company meets certain business milestones (performance conditions) and stock price targets (market conditions).

Business Milestones

The compensation committee of the Board selected the following eleven business milestones for the EPA Program, of which one milestone must be achieved for each Tranche.

•

Delivery of an A-sample battery cell that meets specifications agreed upon with an automaker

•

The validation by an auto maker of a completed B-sample battery cell (a B-sample battery cell is a functional, complete battery cell prototype produced from our pre-pilot or sample production line)

•

Delivery of at least 1-gigawatt hour (GWh) of battery cells to a single customer

•

Delivery of at least 3-gigawatt hour (GWh) of battery cells to each of three or more customers, with at least one of such customer being an auto maker

•

$5 billion in GAAP revenue over a period of trailing four quarters

•

$10 billion in GAAP revenue over a period of trailing four quarters

•

Total cumulative battery cell production of 500 GWh

•

Total cumulative battery cell production of 1,000 GWh

•

Adjusted EBITDA margin of at least 25% over four consecutive quarters

•

10% of worldwide market share in automotive battery cells (excluding China)

•

20% of worldwide market share in automotive battery cells (excluding China)

Once a business milestone has been achieved, that business milestone will be considered achieved, even if later the Company does not maintain performance at that level.

Stock Price Targets

The stock price targets of the five Tranches of the EPA Program are $60, $120, $180, $240 and $300.

To meet the stock price targets, the stock price must be sustained and not merely momentarily achieved. Except in the case of a change in control, the Company’s stock price for the purposes of assessing the stock price target will be the 120-day trailing average closing price (based on trading days), but a stock price target will not be achieved unless the trailing average closing price of the last 30 trading days of such 120-trading day period also meets or exceeds the applicable stock price target. For a stock price target for any given Tranche to be achieved, the last day of the 120-day measurement period must occur on or after the date that the requisite number of business milestones have been achieved for such Tranche.

Vesting Tranches

Each of the five Tranches vest only if the Company achieves one of the business milestones (in addition to the business milestones already achieved in a prior Tranche) and achieves the applicable stock price target on or after the business milestone is achieved, within 10 years of the initial grants. Additionally, in order to vest in any Tranche, Participants generally must continue to provide service through the date of vesting in the same position, or a similar or higher role, as when the EPA Program awards are granted.


Tranche	Business Milestone Requirement	Stock Price Target
1	Achievement of 1 business milestone	$60
2	Achievement of 2 business milestones (inclusive of the business milestone applicable to Tranche 1)	$120
3	Achievement of 3 business milestones (inclusive of the business milestone applicable to Tranche 2)	$180
4	Achievement of 4 business milestones (inclusive of the business milestone applicable to Tranche 3)	$240
5	Achievement of 5 business milestones (inclusive of the business milestone applicable to Tranche 4)	$300

Change in Control

In the event of a change in control of the Company, a portion of the EPA Program awards may also be eligible to vest; in such event, the business milestone requirement will not be applicable and the Company’s stock price for the purposes of the stock price targets will be the price per share paid in such change in control. In the event that the Company’s stock price by this measure falls between two stock price targets, linear interpolation between the two applicable stock price targets will be used to determine an additional portion of the EPA Program awards that will vest. Any portion of an EPA Program award that is not vested upon and after giving effect to a change in control will terminate.

The Company accounts for the compensation expense associated with each Tranche when it determines that achievement of a related business milestone is considered probable. As of March 31, 2023, the business milestone for one Tranche had been achieved; however, the related stock price target has not yet been achieved; hence, no shares have vested to date. As of March 31, 2023, one other Tranche was considered probable.

For the three months ended March 31, 2023 and 2022, the Company recorded stock-based compensation expense of $7.7 million and $13.6 million, respectively related to the EPA Program. As of March 31, 2023, the Company had approximately $50.8 million of total unrecognized stock-based compensation expense for the business milestones currently achieved or considered probable of achievement, which will be recognized over an estimated weighted-average period of 3.1 years. As of March 31, 2023, the Company had approximately $168.0 million of total unrecognized stock-based compensation expense for the business milestones currently considered not probable of achievement.

Restricted Stock Units Activities

During the three months ended March 31, 2023, the Company granted 3.3 million shares of restricted stock units with service and performance conditions (“PSU”) to members of the Company’s management team and certain other employees under the Company's 2020 Plan. The performance conditions for these PSUs are related to the Company’s product development milestones through May 2026. These PSUs will expire in May 2026 if performance conditions are not met. For the three months ended March 31, 2023, the Company recorded stock-based compensation expense of $2.9 million related to these PSUs, upon determination that the product development milestones are currently considered probable of achievement.

The Company established the 2023 Bonus Plan to be settled in the form of restricted stock units to employees upon the achievement of certain service and performance conditions. These performance conditions are related to the Company’s product development, operational, and business milestones in the current year. For the three months ended March 31, 2023, the Company recorded stock-based compensation expense of $3.8 million related to the 2023 Bonus Plan for the performance conditions currently considered probable of achievement. The stock-based compensation expense related to the 2023 Bonus Plan are recorded as liabilities under Accrued compensation and benefits in the Condensed Consolidated Balance Sheets as of March 31, 2023, and will be reclassified to additional paid-in capital upon issuance of the restricted stock units. No shares have been granted under the 2023 Bonus Plan as of March 31, 2023.

Restricted stock units with service conditions only (“RSU”) and PSU activities under the Plans are as follows:


	RSUs Outstanding					PSUs Outstanding
	Number of Units (in thousands)			Weighted Average Grant Date Fair Value		Number of Units (in thousands)		Weighted Average Grant Date Fair Value
Balance as of December 31, 2022		16,563		$	13.79		—	$	—
Granted		5,432			7.97		3,283		7.87
Vested		(1,590	)		12.30		—		—
Forfeited		(965	)		15.18		—		—
Balance as of March 31, 2023		19,440		$	12.22		3,283	$	7.87

The fair value of RSUs which vested during the three months ended March 31, 2023 and March 31, 2022 was $18.8 million and $20.9 million, respectively. No PSUs vested during the three months ended March 31, 2023.

As of March 31, 2023, unrecognized compensation costs related to RSUs and PSUs granted were $214.7 million and $23.0 million, respectively, and are expected to be recognized over a weighted average period of 2.8 years and 1.5 years, respectively.

Stock-Based Compensation Expense

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


	Three Months Ended March 31,
	2023		2022
Research and development	$	19,236	$	13,237
General and administrative		18,754		15,244
Total stock-based compensation expense	$	37,990	$	28,481

The stock-based compensation expense in the three months ended March 31, 2023 includes $3.8 million recorded as a liability under Accrued compensation and benefits related to the Company’s 2023 Bonus Plan.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating activities
Net loss	$ (104,631)	$ (90,353)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	9,505	4,724
Amortization of right-of-use assets and non-cash lease expense	1,933	1,792
Amortization of premiums and accretion of discounts on marketable securities	(2,176)	2,185
Stock-based compensation expense	37,990	28,481
Other	599	560
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(862)	2,082
Accrued compensation and benefits	(7,554)	(1,289)
Accounts payable and accrued liabilities	3,446	3,957
Operating lease liability and other	(569)	460
Net cash used in operating activities	(62,319)	(47,401)
Investing activities
Purchases of property and equipment	(28,012)	(39,294)
Proceeds from maturities of marketable securities	191,043	218,500
Proceeds from sales of marketable securities	1,477	13,113
Purchases of marketable securities	(100,422)	(183,892)
Net cash provided by investing activities	64,086	8,427
Financing activities
Proceeds from exercise of stock options	4,050	1,287
Net cash provided by financing activities	4,050	1,287
Net increase (decrease) in cash, cash equivalents and restricted cash	5,817	(37,687)
Cash, cash equivalents and restricted cash at beginning of period	252,916	338,223
Cash, cash equivalents and restricted cash at end of period	258,733	300,536
Supplemental disclosure of cash flow information
Purchases of property and equipment, not yet paid	$ 13,437	$ 7,754

Recent Accounting Pronouncements - Additional Information (Details) - ASU 2022-06	Mar. 31, 2023
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	Mar. 31, 2023
Change in accounting principle, accounting standards update, immaterial effect	true

- Definition

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

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- Definition

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+ Details

Fair Value Measurement - Additional Information (Details)	3 Months Ended		12 Months Ended
	Mar. 31, 2023 USD ($) Security	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($) Security
Class of Stock [Line Items]
Financial liabilities subject to fair value measurements on recurring basis	$ 0		$ 0
Proceeds from sale of available-for sale marketable securities	1,500,000	$ 13,200,000
Allowance for credit losses	$ 0
Number of marketable securities in an unrealized loss position \| Security	81		95

Fair Value Measurement - Summary of Gross Unrealized Losses and Fair Value for Marketable Securities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Debt Securities, Available-for-Sale [Line Items]
Gross unrealized loss less than 12 consecutive months	$ (304)	$ (782)
Fair value less than 12 consecutive months	217,368	249,632
Gross unrealized loss 12 consecutive months or longer	(12,111)	(17,115)
Fair value 12 consecutive months or longer	400,606	506,590
Total gross unrealized loss	(12,415)	(17,897)
Total fair value	617,974	756,222
US Government and Agency Securities
Debt Securities, Available-for-Sale [Line Items]
Gross unrealized loss less than 12 consecutive months	(147)	(521)
Fair value less than 12 consecutive months	203,352	231,047
Gross unrealized loss 12 consecutive months or longer	(6,305)	(9,713)
Fair value 12 consecutive months or longer	255,363	336,517
Total gross unrealized loss	(6,452)	(10,234)
Total fair value	458,715	567,564
Corporate Notes and Bonds
Debt Securities, Available-for-Sale [Line Items]
Gross unrealized loss less than 12 consecutive months	(157)	(261)
Fair value less than 12 consecutive months	14,016	18,585
Gross unrealized loss 12 consecutive months or longer	(5,806)	(7,402)
Fair value 12 consecutive months or longer	145,243	170,073
Total gross unrealized loss	(5,963)	(7,663)
Total fair value	$ 159,259	$ 188,658

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The Company’s unaudited condensed 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”).

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 Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Redeemable Non-Controlling Interest and Stockholders’ Equity. The portion of net earnings (loss) attributable to the redeemable non-controlling interests is presented as net income (loss) attributable to non-controlling interests in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Legacy QuantumScape was a single-legal entity prior to becoming a partner with Volkswagen in QSV Operations LLC (“QSV”). As noted in the section titled “Joint Venture and Redeemable Non-Controlling Interest” below, Legacy QuantumScape determined QSV was a VIE for which it was required to consolidate the operations upon its formation in 2018. Following the closing of the Business Combination, the Company made the same determination and the Company continued to consolidate the operations of QSV in the three months ended March 31, 2023 as the determination of the VIE has not changed.

All intercompany accounts and transactions are eliminated in consolidation.

Use of Estimates

The preparation of financial statements in accordance with U.S. 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 and valuation of awards under the Extraordinary Performance Award Program (the “EPA Program”) 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.

Unaudited Interim Condensed Consolidated Financial Statements

The accompanying interim Condensed Consolidated Balance Sheets as of March 31, 2023, the interim Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), the interim Condensed Consolidated Statements of Redeemable Non-Controlling Interest and Stockholders’ Equity for the three months ended March 31, 2023 and 2022, and the interim Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022, are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in management’s opinion, include adjustments consisting of only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of March 31, 2023 and its results of operations for the three months ended March 31, 2023 and 2022, and cash flows for the three months ended March 31, 2023 and 2022. The financial data and the other financial information disclosed in the notes to these condensed consolidated financial statements related to the three months are also unaudited. The results of operations for the three months ended March 31, 2023 and 2022 are not necessarily indicative of the results to be expected for the full fiscal year or any other period.

These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes included in the Company’s audited annual consolidated financial statements for the year ended December 31, 2022, included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 28, 2023 (the “Annual Report”).

Joint Venture and Redeemable Non-Controlling Interest

QSV was incorporated as a limited liability company in 2018. Volkswagen Group of America, Inc. (“VWGoA”), Volkswagen Group of America Investments, LLC (“VGA”) and Legacy QuantumScape executed a Joint Venture Agreement (“JVA”), effective September 2018, with the goal of jointly establishing a manufacturing facility to produce the pilot line of the Company’s product through QSV. In connection with this agreement, the parties also have entered into two operating agreements: (i) the Limited Liability Company Agreement of QSV to govern the respective rights and obligations as members of QSV and (ii) the Common IP License Agreement for the Company to license certain intellectual property pertaining to automotive battery cells as defined in the JVA to VWGoA, VGA and QSV.

Volkswagen is a related party stockholder (approximately 23.1% and 21.5% voting interest holder of the Company as of March 31, 2023 and December 31, 2022, respectively). Upon the effectiveness of the JVA, each party contributed $1.7 million in cash to capitalize QSV in exchange for 50% equity interests.

The joint venture is considered a VIE 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 QSV’s operations in its Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), and Condensed Consolidated Statements of Redeemable Non-Controlling Interest and Stockholders’ Equity. QSV had minimal operations through March 31, 2023.

The Company classifies non-controlling interests with redemption features that are not solely within the control of the Company within temporary equity on the Company’s Condensed Consolidated Balance Sheets 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, (i) the failure by the Company to meet specified development milestones within certain timeframes, (ii) the parties to the JVA cannot agree to certain commercial terms within certain timeframes, or (iii) 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 loss attributable to the redeemable non-controlling interests. As of March 31, 2023, the redeemable non-controlling interest is equivalent to the value of Volkswagen's interest in the joint venture. The commercialization timeline originally contemplated in 2018 by the joint venture agreements, and by subsequent amendments, has changed, and at the time of filing of our Annual Report, certain milestones contemplated by the joint venture agreements had not been met. As a result, Volkswagen’s right to exercise its put rights has been triggered. If Volkswagen exercises such rights, the joint venture with Volkswagen and Volkswagen’s commitments to purchase output capacity from the joint venture would terminate, and we would be obligated to purchase Volkswagen’s interest in the joint venture for its book value. As of March 31, 2023, the book value of this interest was approximately $1.7 million and is recorded as a redeemable non-controlling interest in our Consolidated Balance Sheets. To date, Volkswagen has not informed us of any intention to exercise their put rights.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents and marketable securities. As of March 31, 2023 and December 31, 2022, approximately $186.2 million and $107.4 million of our total cash and cash equivalents and marketable securities, are held in U.S. money market funds, and $582.0 million and $610.5 million are invested in U.S. government and agency securities, respectively. The Company seeks to mitigate its credit risk with respect to cash and cash equivalents and marketable securities by making deposits with what we believe to be 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 original maturities of three months or less to be cash equivalents.

Restricted cash is maintained under an agreement that legally restricts the use of such funds and is reported within other assets as the date of availability or disbursement for all restricted cash is more than one year from March 31, 2023.

Restricted cash is comprised of $17.5 million, as of both March 31, 2023 and December 31, 2022, all of which is pledged as a form of security for the Company’s lease agreements for its headquarters and pre-pilot manufacturing facilities.

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 securities are carried at estimated fair value with unrealized gains and losses included in other comprehensive gain/loss in stockholders’ equity 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 recorded at historical cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of the related asset. Improvements that increase functionality of the fixed asset are capitalized and depreciated over the asset’s remaining useful life. Deposits for purchases of property and equipment are included in construction-in-progress. Construction-in-progress is not depreciated until the asset is placed in service. Fully depreciated assets are retained in property and equipment, net, until removed from service.

The estimated useful lives of assets are generally as follows:


Computer equipment, hardware, and software		3 - 5 years
Furniture and fixtures		7 - 10 years
Machinery and equipment		3 - 10 years
Leasehold improvements		Shorter of the lease term (including estimated renewals) or the estimated useful lives of the improvements

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. There was no material impairment charge in the three months ended March 31, 2023 and 2022.

Leases

The Company classifies arrangements meeting the definition of a lease as operating or financing leases, and leases are recorded on the Condensed Consolidated Balance Sheets as both a right-of-use (“ROU”) 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 which is the rate incurred to borrow on a collateralized basis over a similar term. Lease liabilities are increased by interest and reduced by payments each period, and the ROU asset is reduced over the lease term. For operating leases, interest on the lease liability and the non-cash lease expense result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the ROU 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, and elects to exclude short-term leases having terms of 12 months or less.

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.

General and Administrative Expenses

General and administrative expenses represent costs incurred by the Company in managing the business, including salary, benefits, incentive compensation, marketing, insurance, professional fees and other operating costs associated with the Company’s non-research and development activities.

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 stock units and restricted shares, based on estimated fair values recognized over the requisite service period. The Company accounts for forfeitures when they occur.

The fair values of options granted with only service conditions are estimated on the grant date using the Black-Scholes option pricing 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 recognizes compensation expense for all options with only service conditions on a straight-line basis over the requisite service period of the awards, which is generally the option vesting term of four years.

The fair values of options granted with performance (e.g., business milestone) and market conditions (e.g., stock price target) are estimated at the grant date using a Monte Carlo simulation model. The model determined the grant date fair value of each vesting tranche and the future date when the market condition for such tranche is expected to be achieved. The Monte Carlo valuation requires the Company to make assumptions and judgements about the variables used in the calculation including the expected term, volatility of the Company's common stock, an assumed risk-free interest rate, and cost of equity.

For performance-based options with a vesting schedule based on the attainment of both performance and market conditions, along with service conditions, each quarter the Company assesses whether it is probable that it will achieve each performance condition that has not previously been achieved or deemed probable of achievement and if so, the future time when the Company expects to achieve that business milestone, or its “expected business milestone achievement time.” When the Company first determines that a business milestone has become probable of being achieved, the Company allocates the entire expense for the related tranche over the number of quarters between the grant date and the then-applicable “expected vesting date,” which represents the requisite service period. The requisite service period at any given time is generally the period between the grant date and the later of (i) the expected time when the performance condition will be achieved (if the related performance condition has not yet been achieved) and (ii) the expected time when the market condition will be achieved (if the related market condition has not yet been achieved). The Company immediately recognizes a cumulative catch-up expense for all accumulated expense for the quarters from the grant date through the quarter in which the performance condition was first deemed probable of being achieved. Each quarter thereafter, the Company recognizes the then-remaining expense for the tranche through the end of the requisite service period except that upon vesting of a tranche, all remaining expense for that tranche is immediately recognized.

The fair values of restricted stock units granted with service conditions only are based on the closing price of the Company’s Class A Common Stock on the date of grant. The Company recognizes compensation expense for restricted stock units with only service conditions on a straight-line basis over the requisite service period of the awards, which is generally the award vesting term of four years.

The fair values of restricted stock units granted with service and performance conditions are based on the closing price of the Company’s Class A Common Stock on the grant date. The vesting schedule of such awards is based entirely on the attainment of both service and performance conditions. Each quarter the Company assesses whether it is probable that it will achieve each performance condition and if so, the future time when the Company expects to achieve that performance condition, the “expected vesting date”. When the Company first determines that a performance condition has become probable of being achieved, the Company allocates the entire expense for the related tranche over the number of quarters between the grant date and expected vesting date, which represents the requisite service period. The requisite service period at any given time is generally the period between the grant date and the expected time when the performance condition will be achieved with the service condition also being met.

The Company’s 2020 Employee Stock Purchase Plan (“ESPP”) is compensatory in accordance with ASC 718-50-25. The Company measures and recognizes compensation expense for shares to be issued under the ESPP based on estimated grant date fair value recognized on a straight-line basis over the offering period.

The ESPP provides eligible employees with the opportunity to purchase shares of the Company’s Class A Common Stock at a discount through payroll deductions. A participant may purchase a maximum of 1,000 shares of Class A Common Stock during each six-month offering period. As of March 31, 2023, 11.3 million shares of Class A Common Stock were reserved for future issuance under the ESPP. No shares were purchased under the ESPP during the three months ended March 31, 2023.

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.

The Company has no provision for income taxes for the three months ended March 31, 2023 and 2022. The Company has no current tax expense from losses and no deferred expense from the valuation allowance. The Company’s effective tax rate differs from the U.S. statutory rate primarily due to a valuation allowance against its net deferred tax assets as it is more likely than not that some or all of the deferred tax assets will not be realized.

Stockholders' Equity - Schedule of Stock Option Activity (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands

3 Months Ended

12 Months Ended

Mar. 31, 2023

Dec. 31, 2022

^[1]

Stockholders' Equity Note [Abstract]

Outstanding at the beginning of the period (in shares)

^[1]

50,124

Cancelled and forfeited (in shares)

^[2]

(864)

Exercised (in shares)

(4,081)

Outstanding at the end of the period (in shares)

45,179

50,124

Vested and expected to vest at the end of the period (in shares)

^[3]

36,109

Vested and exercisable at the end of the period (in shares)

27,752

Outstanding at the beginning of the period (in dollars per share)

^[1]

$ 8.65

Cancelled and forfeited (in dollars per share)

^[2]

22.50

Exercised (in dollars per share)

0.99

Outstanding at the end of the period (in dollars per share)

9.08

$ 8.65

Vested and expected to vest (in dollars per share)

^[3]

5.57

Vested and exercisable (in dollars per share)

$ 1.88

Weighted Average Remaining Contractual Term (Years)

6 years 1 month 13 days

6 years 18 days

Weighted Average Remaining Contractual Term (Years), vested and expected to vest

^[3]

5 years 5 months 19 days

Weighted Average Remaining Contractual Term (Years), vested and exercisable

4 years 7 months 20 days

Intrinsic value, balance at end of period

$ 184,098

Intrinsic value, vested and expected to vest at end of period

^[3]

184,098

Intrinsic value, vested and exercisable at end of period

$ 174,970

[1]	This includes 16.0 million options granted and outstanding as of December 31, 2022 pursuant to the EPA Program.
[2]	This includes 0.8 million options under the EPA Program.
[3]	This includes 6.0 million options granted pursuant to the EPA Program that are currently expected to vest. None of the options granted pursuant to the EPA Program were vested and exercisable as of March 31, 2023.

Earnings (Loss) Per Share - Summary of Basic and Diluted Loss per Share of Common Stock (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Numerator:
Net loss attributable to common stockholders	$ (104,647)	$ (90,352)
Denominator:
Weighted average Class A and Class B Common Stock outstanding - Basic	440,085	429,335
Weighted average Class A and Class B Common Stock outstanding - Diluted	440,085	429,335
Net loss per share attributable to Class A and Class B Common stockholders - Basic	$ (0.24)	$ (0.21)
Net loss per share attributable to Class A and Class B Common stockholders - Diluted	$ (0.24)	$ (0.21)
Common Class A and Class B Shares
Denominator:
Weighted average Class A and Class B Common Stock outstanding - Basic	440,085	429,335
Weighted average Class A and Class B Common Stock outstanding - Diluted	440,085	429,335
Net loss per share attributable to Class A and Class B Common stockholders - Basic	$ (0.24)	$ (0.21)
Net loss per share attributable to Class A and Class B Common stockholders - Diluted	$ (0.24)	$ (0.21)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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- Definition

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

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+ Details

Commitments and Contingencies - Additional Information (Details)		1 Months Ended	3 Months Ended
	Jun. 07, 2022 Suit	Feb. 28, 2021 OfficerDirector Suit	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Number of shareholder derivative suit filed \| Suit	4	2
Number of officers and directors in shareholder derivative suit \| OfficerDirector		11
Other commitments, description			The Company's minimum purchase commitments consist of non-cancellable agreements to purchase goods and services, primarily for materials, and licenses and hosting services, entered into in the ordinary course of business.

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Net income (loss) attributable to non-controlling interest, tax	$ 0	$ 0

Fair Value Measurement (Tables)

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

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

The Company’s financial assets 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 March 31, 2023
	Level 1		Level 2		Total
Assets included in:
Money market funds(1)	$	186,248	$	—	$	186,248
Commercial paper(2)		—		48,381		48,381
U.S. government and agency securities(2)		—		582,022		582,022
Corporate notes and bonds(2)		—		160,967		160,967
Total fair value	$	186,248	$	791,370	$	977,618


	Fair Value Measured as of December 31, 2022
	Level 1		Level 2		Total
Assets included in:
Money market funds(1)	$	107,439	$	—	$	107,439
Commercial paper(2)		—		104,231		104,231
U.S. government and agency securities(2)		—		610,450		610,450
Corporate notes and bonds(2)		—		188,658		188,658
Total fair value	$	107,439	$	903,339	$	1,010,778

(1)

Money market funds are included in cash and cash equivalents on the Condensed Consolidated Balance Sheets.

(2)

Marketable securities consist of commercial paper, U.S. government and agency securities, corporate notes and bonds. As of March 31, 2023 and December 31, 2022, marketable securities with original maturities of three months or less of $49.4 million and $77.0 million, respectively, are included in cash and cash equivalents on the Condensed Consolidated Balance Sheets.

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

The fair value as of March 31, 2023 and December 31, 2022 are as follows (amounts in thousands):


	March 31, 2023
	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss			Fair Value
Level 1 securities
Money market funds	$	186,248	$	—	$	—		$	186,248
Level 2 securities
Commercial paper		48,381		—		—			48,381
U.S. government and agency securities		588,417		57		(6,452	)		582,022
Corporate notes and bonds		166,927		3		(5,963	)		160,967
Total	$	989,973	$	60	$	(12,415	)	$	977,618

	December 31, 2022
	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss			Fair Value
Level 1 securities
Money market funds	$	107,439	$	—	$	—		$	107,439
Level 2 securities
Commercial paper		104,231		—		—			104,231
U.S. government and agency securities		620,660		24		(10,234	)		610,450
Corporate notes and bonds		196,321		—		(7,663	)		188,658
Total	$	1,028,651	$	24	$	(17,897	)	$	1,010,778

Summary of Additional Information Gross Unrealized Losses and Fair Value By Major Security For Marketable Securities

The following tables display additional information regarding gross unrealized losses and fair value by major security type for the 81 and 95 marketable securities in unrealized loss positions as of March 31, 2023 and December 31, 2022, respectively (amounts in thousands):


	March 31, 2023
	Less than 12 Consecutive Months					12 Consecutive Months or Longer					Total
	Gross Unrealized Loss			Fair Value		Gross Unrealized Loss			Fair Value		Gross Unrealized Loss			Fair Value
U.S. government and agency securities	$	(147	)	$	203,352	$	(6,305	)	$	255,363	$	(6,452	)	$	458,715
Corporate notes and bonds		(157	)		14,016		(5,806	)		145,243		(5,963	)		159,259
Total	$	(304	)	$	217,368	$	(12,111	)	$	400,606	$	(12,415	)	$	617,974

	December 31, 2022
	Less than 12 Consecutive Months					12 Consecutive Months or Longer					Total
	Gross Unrealized Loss			Fair Value		Gross Unrealized Loss			Fair Value		Gross Unrealized Loss			Fair Value
U.S. government and agency securities	$	(521	)	$	231,047	$	(9,713	)	$	336,517	$	(10,234	)	$	567,564
Corporate notes and bonds		(261	)		18,585		(7,402	)		170,073		(7,663	)		188,658
Total	$	(782	)	$	249,632	$	(17,115	)	$	506,590	$	(17,897	)	$	756,222

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 March 31, 2023 are as follows (amounts in thousands):


	March 31, 2023
	Amortized Cost		Fair Value
Due within one year	$	825,431	$	820,368
Due after one year and through five years		164,542		157,250
Total	$	989,973	$	977,618

Balance Sheet Components

3 Months Ended

Mar. 31, 2023

Balance Sheet Related Disclosures [Abstract]

Balance Sheet Components

Note 5. Balance Sheet Components

Property and Equipment

Property and equipment as of March 31, 2023 and December 31, 2022, consisted of the following (amounts in thousands):


	March 31,			December 31
	2023			2022
Computer equipment, hardware, and software	$	6,923		$	6,784
Furniture and fixtures		60,295			57,771
Leasehold improvements		80,799			72,201
Machinery and equipment		122,932			120,618
Construction-in-progress		119,642			108,585
Property and equipment, gross		390,591			365,959
Accumulated depreciation and amortization		(79,233	)		(70,025	)
Property and equipment, net	$	311,358		$	295,934

Depreciation and amortization expense related to property and equipment was $9.2 million and $4.8 million for the three months ended March 31, 2023 and 2022, respectively.

Accrued Liabilities

Accrued liabilities as of March 31, 2023 and December 31, 2022, consisted of the following (amounts in thousands):


	March 31,		December 31,
	2023		2022
Accrued property and equipment	$	2,981	$	3,152
Accrued facilities expense		670		1,106
Accrued professional service expense		2,338		496
Other		4,406		2,723
Accrued liabilities	$	10,395	$	7,477

Other Liabilities

Other liabilities as of March 31, 2023 and December 31, 2022, consisted of the following (amounts in thousands):


	March 31,		December 31,
	2023		2022
Long-term advance payments	$	2,615	$	2,615
Asset retirement obligation		7,546		5,873
Other liabilities	$	10,161	$	8,488

Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2023

Stockholders' Equity Note [Abstract]

Schedule of Stock Option Activity

Stock option activity under the Plans, including the EPA Program discussed below is as follows:


	Number of Shares Outstanding (in thousands)			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Intrinsic value (in thousands)
Balance as of December 31, 2022(1)		50,124		$	8.65		6.05
Cancelled and forfeited(2)		(864	)		22.50		—
Exercised		(4,081	)		0.99		—
Balance as of March 31, 2023		45,179		$	9.08		6.12	$	184,098
Vested and expected to vest as of March 31, 2023(3)		36,109		$	5.57		5.47	$	184,098
Vested and exercisable as of March 31, 2023		27,752		$	1.88		4.64	$	174,970

(1) This includes 16.0 million options granted and outstanding as of December 31, 2022 pursuant to the EPA Program.

(2) This includes 0.8 million options under the EPA Program.

Summary of Vesting Tranches


Tranche	Business Milestone Requirement	Stock Price Target
1	Achievement of 1 business milestone	$60
2	Achievement of 2 business milestones (inclusive of the business milestone applicable to Tranche 1)	$120
3	Achievement of 3 business milestones (inclusive of the business milestone applicable to Tranche 2)	$180
4	Achievement of 4 business milestones (inclusive of the business milestone applicable to Tranche 3)	$240
5	Achievement of 5 business milestones (inclusive of the business milestone applicable to Tranche 4)	$300

Schedule of Restricted Stock Units with Service Condition and Performance Stock Unit Activities

Restricted stock units with service conditions only (“RSU”) and PSU activities under the Plans are as follows:


	RSUs Outstanding					PSUs Outstanding
	Number of Units (in thousands)			Weighted Average Grant Date Fair Value		Number of Units (in thousands)		Weighted Average Grant Date Fair Value
Balance as of December 31, 2022		16,563		$	13.79		—	$	—
Granted		5,432			7.97		3,283		7.87
Vested		(1,590	)		12.30		—		—
Forfeited		(965	)		15.18		—		—
Balance as of March 31, 2023		19,440		$	12.22		3,283	$	7.87

Schedule of Stock-based Compensation Expense

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


	Three Months Ended March 31,
	2023		2022
Research and development	$	19,236	$	13,237
General and administrative		18,754		15,244
Total stock-based compensation expense	$	37,990	$	28,481

Commitments and Contingencies - Schedule of Future Minimum Purchase Commitments (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Minimum purchase commitments, 2023 (remaining nine months)	$ 2,571
Minimum purchase commitments, 2024	4,021
Minimum purchase commitments, 2025	4,128
Minimum purchase commitments, 2026	2,105
Minimum purchase commitments, 2027	1,418
Minimum purchase commitments, Total	$ 14,243

Condensed Consolidated Statements of Redeemable Non-Controlling Interest and Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)
Beginning balance at Dec. 31, 2021	$ 1,606,895	$ 43	$ 3,634,665	$ (2,023,605)	$ (4,208)
Redeemable Non-Controlling, Beginning balance at Dec. 31, 2021	1,693
Beginning balance, Shares at Dec. 31, 2021		428,319
Exercise of stock options	1,287		1,287
Exercise of stock options, Shares		870
Shares issued upon vesting of restricted stock units ,shares		1,195
Stock-based compensation	28,481		28,481
Net income (loss)	(90,352)			(90,352)
Net income (loss), Redeemable Non-Controlling interest	(1)
Unrealized gain (loss) on marketable securities	(11,616)				(11,616)
Ending balance at Mar. 31, 2022	1,534,695	$ 43	3,664,433	(2,113,957)	(15,824)
Redeemable Non-Controlling, Ending balance at Mar. 31, 2022	1,692
Ending balance, Shares at Mar. 31, 2022		430,384
Beginning balance at Dec. 31, 2022	1,317,840	$ 44	3,771,181	(2,435,512)	(17,873)
Redeemable Non-Controlling, Beginning balance at Dec. 31, 2022	1,704
Beginning balance, Shares at Dec. 31, 2022		437,959
Exercise of stock options	$ 4,050		4,050
Exercise of stock options, Shares	4,081	4,081
Shares issued upon vesting of restricted stock units ,shares		1,590
Stock-based compensation	$ 34,228		34,228
Net income (loss)	(104,647)			(104,647)
Net income (loss), Redeemable Non-Controlling interest	16
Unrealized gain (loss) on marketable securities	5,518				5,518
Ending balance at Mar. 31, 2023	1,256,989	$ 44	$ 3,809,459	$ (2,540,159)	$ (12,355)
Redeemable Non-Controlling, Ending balance at Mar. 31, 2023	$ 1,720
Ending balance, Shares at Mar. 31, 2023		443,630

Stockholders' Equity - Additional Information (Details)	1 Months Ended		3 Months Ended		12 Months Ended
Stockholders' Equity - Additional Information (Details)	Dec. 31, 2021 Tranche	Mar. 31, 2021 USD ($) shares	Mar. 31, 2023 USD ($) Tranche $ / shares shares	Mar. 31, 2022 USD ($) shares	Dec. 31, 2022 $ / shares shares	Dec. 31, 2021 shares
Class of Stock [Line Items]
Shares authorized \| shares			1,350,000,000		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
Preferred stock, par value \| $ / shares			$ 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.
Options vesting period			4 years
Granted stock option \| shares			0	0
Aggregate intrinsic value			$ 31,200,000	$ 12,800,000
Stock-based compensation unvested stock options not yet recognized			$ 5,000,000.0
Expected to be recognized estimated weighted average period			1 year 8 months 12 days
Stock-based compensation expense			$ 37,990,000	28,481,000
Restricted Stock Unit
Class of Stock [Line Items]
Expected to be recognized estimated weighted average period			2 years 9 months 18 days
Fair value of stock units vested			$ 18,800,000	20,900,000
Unrecognized compensation costs			$ 214,700,000
Restricted stock units granted \| shares			5,432,000
Performance Stock Unit
Class of Stock [Line Items]
Expected to be recognized estimated weighted average period			1 year 6 months
Fair value of stock units vested			$ 0
Unrecognized compensation costs			$ 23,000,000.0
Restricted stock units granted \| shares			3,283,000
Stock-based compensation expense			$ 2,900,000
EPA
Class of Stock [Line Items]
Options vesting period			10 years
Granted stock option \| shares					16,000,000.0
Expected to be recognized estimated weighted average period			3 years 1 month 6 days
Unrecognized compensation costs			$ 50,800,000
Number of tranches \| Tranche	5		5
Business milestones description			The compensation committee of the Board selected the following eleven business milestones for the EPA Program, of which one milestone must be achieved for each Tranche.•Delivery of an A-sample battery cell that meets specifications agreed upon with an automaker•The validation by an auto maker of a completed B-sample battery cell (a B-sample battery cell is a functional, complete battery cell prototype produced from our pre-pilot or sample production line)•Delivery of at least 1-gigawatt hour (GWh) of battery cells to a single customer•Delivery of at least 3-gigawatt hour (GWh) of battery cells to each of three or more customers, with at least one of such customer being an auto maker•$5 billion in GAAP revenue over a period of trailing four quarters•$10 billion in GAAP revenue over a period of trailing four quarters•Total cumulative battery cell production of 500 GWh•Total cumulative battery cell production of 1,000 GWh•Adjusted EBITDA margin of at least 25% over four consecutive quarters•10% of worldwide market share in automotive battery cells (excluding China)•20% of worldwide market share in automotive battery cells (excluding China)
Stock price targets description			To meet the stock price targets, the stock price must be sustained and not merely momentarily achieved. Except in the case of a change in control, the Company’s stock price for the purposes of assessing the stock price target will be the 120-day trailing average closing price (based on trading days), but a stock price target will not be achieved unless the trailing average closing price of the last 30 trading days of such 120-trading day period also meets or exceeds the applicable stock price target. For a stock price target for any given Tranche to be achieved, the last day of the 120-day measurement period must occur on or after the date that the requisite number of business milestones have been achieved for such Tranche.
Number of tranches achieved business milestone. \| Tranche			1
Number of tranches considered probable \| Tranche			1
Stock-based compensation expense			$ 7,700,000	$ 13,600,000
EPA \| Tranche 1
Class of Stock [Line Items]
Stock price targets			60
EPA \| Tranche 2
Class of Stock [Line Items]
Stock price targets			120
EPA \| Tranche 3
Class of Stock [Line Items]
Stock price targets			180
EPA \| Tranche 4
Class of Stock [Line Items]
Stock price targets			240
EPA \| Tranche 5
Class of Stock [Line Items]
Stock price targets			300
EPA \| Milestones Currently, Not Probable of Achievement
Class of Stock [Line Items]
Unrecognized compensation costs			$ 168,000,000.0
2020 Equity Incentive Award Plan
Class of Stock [Line Items]
Business combination exchange ratio			4.02175014920
2023 Bonus Plan
Class of Stock [Line Items]
Restricted stock units granted \| shares			0
Stock-based compensation expense			$ 3,800,000
Maximum \| Restricted Stock Unit
Class of Stock [Line Items]
Options vesting period			4 years
Class A Common Stock
Class of Stock [Line Items]
Common stock, authorized \| shares			1,000,000,000		1,000,000,000
Common stock, par value \| $ / shares			$ 0.0001		$ 0.0001
Common stock, issued \| shares			373,677,000		358,505,000
Class A Common Stock \| EPA
Class of Stock [Line Items]
Granted stock option \| shares					2,100,000	14,700,000
Class A Common Stock \| 2020 Equity Incentive Award Plan
Class of Stock [Line Items]
Common stock authorized for issuance \| shares			84,813,924
Class A Common Stock \| Maximum \| 2020 Equity Incentive Award Plan
Class of Stock [Line Items]
Common stock authorized for issuance \| shares			69,846,580
Class A Common Stock \| March 2021 Public Offering
Class of Stock [Line Items]
Common stock, issued \| shares		11,960,000
Stock issuance costs		$ 15,500,000
Proceeds from common stock		$ 462,900,000
Class B Common Stock
Class of Stock [Line Items]
Common stock, authorized \| shares			250,000,000		250,000,000
Common stock, par value \| $ / shares			$ 0.0001		$ 0.0001
Common stock, issued \| shares			69,953,000		79,454,000

Cash, Cash Equivalents and Restricted Cash by Category - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2022
Statement of Cash Flows [Abstract]
Cash and cash equivalents	$ 241,210	$ 283,013
Other assets	17,523	17,523
Total cash, cash equivalents and restricted cash	$ 258,733	$ 300,536

Leases

3 Months Ended

Mar. 31, 2023

Leases [Abstract]

Leases

Note 6. Leases

The Company leases its headquarters, pre-pilot manufacturing facilities and certain equipment, with current lease terms running through 2032. Fixed rent generally escalates each year, and the Company is responsible for a portion of the landlords’ operating expenses such as property tax, insurance and common area maintenance.

In April 2021, the Company 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, our pre-pilot production line. The lease expires in September 2032. Under this QS-0 lease, the Company has two five-year renewal options, which have not been included in the calculation of the lease liability and right-of use asset at the lease inception as the exercise of the options was not reasonably certain. This initial QS-0 lease is classified as a finance lease.

In June 2021, the Company amended the terms of its 2013 headquarter lease to provide for, among other things, an extension of the lease term to September 2032. Under the amended headquarter lease, the Company retained its one five-year renewal option, which has not been included in the calculation of lease liabilities and right of use assets at the amendment date, as the exercise of the option was not reasonably certain.

In November 2021, the Company entered into lease agreements for additional premises consisting of approximately 222,000 rentable square feet of space in San Jose, California adjacent to the site of QS-0. The November 2021 leases represent an expansion of space for QS-0 and the Company’s engineering and development activities. Such leases will expire in September 2032 but include an option to extend the terms of the lease for an additional 10-year period. The November 2021 leases commenced in November 2021, January 2022, and April 2022 and were classified as operating leases. The additional 10-year extension period has not been included in the calculation of the lease liability and right-of-use asset at the lease inception as the exercise of the option was not reasonably certain.

The Company’s leases do not have any contingent rent payments and do not contain residual value guarantees.

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


	Three Months Ended March 31,
Lease costs	2023		2022
Finance lease costs:
Amortization of right-of-use assets	$	718	$	718
Interest on lease liabilities		600		600
Operating lease costs		2,285		2,017
Variable lease costs		579		407
Total lease expense	$	4,182	$	3,742

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


	Three Months Ended March 31,
	2023		2022
Operating outgoing cash flows - operating lease	$	1,599	$	444
Right-of-use assets obtained in exchange for new operating lease liabilities		—		21,889

The table below displays additional information for leases as of March 31, 2023 and December 31, 2022:


	March 31, 2023			December 31, 2022
Finance lease
Weighted-average remaining lease term - finance lease (in years)		9.5			9.8
Weighted-average discount rate - finance lease		6.06	%		6.06	%
Operating lease
Weighted-average remaining lease term - operating lease (in years)		9.4			9.6
Weighted-average discount rate - operating lease		6.36	%		6.36	%

As of March 31, 2023, future minimum payments during the next five years and thereafter are as follows (amounts in thousands):


Fiscal Year	Operating Leases			Finance Lease
2023 (remaining nine months)	$	5,857		$	3,751
2024		8,886			5,131
2025		9,099			5,272
2026		9,037			5,417
2027		9,135			5,566
2028		9,404			5,719
Thereafter		36,965			22,345
Total		88,383			53,201
Less present value discount		(22,915	)		(13,224	)
Lease liabilities	$	65,468		$	39,977

As the Company’s lease agreements do not provide an implicit rate, the Company used an estimated incremental borrowing rate that will be incurred to borrow on a collateralized basis over a similar term at the lease commencement date or modification date in determining the present value of lease payments.

Asset Retirement Obligations

The Company establishes assets and liabilities for the present value of estimated future costs to return certain of our leased facilities to their original condition upon the termination or expiration of a lease. The recognition of an asset retirement obligation requires the Company to make assumptions and judgments including the actions required to satisfy the liability, inflation rates and the credit-adjusted risk-free rate. The initially recognized asset retirement cost is amortized using the same method and useful life as the long-lived asset to which it relates. Accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value.

Joint Venture and Redeemable Non-Controlling Interest

3 Months Ended

Mar. 31, 2023

Joint Venture And Non Controlling Interest [Abstract]

Joint Venture and Redeemable Non-Controlling Interest

Note 10. Joint Venture and Redeemable Non-Controlling Interest

As described in Note 2, Summary of Significant Accounting Policies, in September 2018, Legacy QuantumScape entered into a JVA, which was amended in 2020, with VWGoA and VGA and formed QSV. The Company has determined that the entity was a VIE with a related party, and the Company’s operations were more closely associated with QSV. As such, the Company consolidates QSV for financial reporting purposes, and a non-controlling interest is recorded for VGA’s interest in the net assets and operations of QSV’s operations to the extent of the VGA investment. The Company’s Condensed Consolidated Balance Sheets includes $3.4 million cash and cash equivalents of QSV both as of March 31, 2023 and December 31, 2022. Although the Company has consolidated the net assets of QSV, 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 the three months ended March 31, 2023 and 2022 (amounts in thousands):


	Redeemable Non-Controlling Interest
Balance as of December 31, 2022	$	1,704
Net income attributable to redeemable non-controlling interest in QSV		16
Balance as of March 31, 2023	$	1,720


	Redeemable Non-Controlling Interest
Balance as of December 31, 2021	$	1,693
Net loss attributable to redeemable non-controlling interest in QSV		(1	)
Balance as of March 31, 2022	$	1,692

Pursuant to the agreement with VWGoA, the Company has reserved $134.0 million to fund its expected equity contributions to QSV, which amounts are included in cash and cash equivalents and marketable securities in the accompanying Condensed Consolidated Balance Sheets as of March 31, 2023.

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Cash and cash equivalents	$ 241,210	$ 235,393
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	$ 3,427	$ 3,395
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	373,677,000	358,505,000
Common stock, outstanding	373,677,000	358,505,000
Class B Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, authorized	250,000,000	250,000,000
Common stock, issued	69,953,000	79,454,000
Common stock, outstanding	69,953,000	79,454,000

Fair Value Measurement - Summary of Financial Assets Subject to Fair Value Measurements on Recurring Basis (Parenthetical) (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Marketable securities	$ 49.4	$ 77.0

Balance Sheet Components - Schedule of Other Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Balance Sheet Related Disclosures [Abstract]
Long-term advance payments	$ 2,615	$ 2,615
Asset retirement obligation	7,546	5,873
Other liabilities	$ 10,161	$ 8,488

Leases - Summary of Additional Information for Lease (Details)	Mar. 31, 2023	Dec. 31, 2022
Finance lease
Weighted-average remaining lease term - finance lease (in years)	9 years 6 months	9 years 9 months 18 days
Weighted-average discount rate - finance lease	6.06%	6.06%
Operating lease
Weighted-average remaining lease term - operating lease (in years)	9 years 4 months 24 days	9 years 7 months 6 days
Weighted-average discount rate - operating lease	6.36%	6.36%

Earnings (Loss) Per Share (Tables)

3 Months Ended

Mar. 31, 2023

Schedule Of Earnings Per Share Basic And Diluted [Abstract]

Summary of Basic and Diluted Earnings (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 per share amounts):


	Three Months Ended March 31,
	2023			2022
Numerator:
Net loss attributable to common stockholders	$	(104,647	)	$	(90,352	)
Denominator:
Weighted average Class A and Class B Common Stock outstanding - Basic and Diluted		440,085			429,335
Net loss per share attributable to Class A and Class B Common stockholders - Basic and Diluted	$	(0.24	)	$	(0.21	)

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


	As of March 31,
	2023		2022
Options		45,179		52,152
RSUs		19,440		11,216
PSUs		6,179		—
Total		70,798		63,368

Joint Venture and Redeemable Non-Controlling Interest - Schedule of Change in Redeemable Non-Controlling Interest (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Joint Venture And Non Controlling Interest [Abstract]
Redeemable Non-Controlling, Beginning balance	$ 1,704	$ 1,693
Net income (loss) attributable to redeemable non-controlling interest in QSV	16	(1)
Redeemable Non-Controlling, Ending balance	$ 1,720	$ 1,692

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation

All intercompany accounts and transactions are eliminated in consolidation.

Use of Estimates

Unaudited Interim Condensed Consolidated Financial Statements

Joint Venture and Redeemable Non-Controlling Interest

Concentrations of Credit Risk

Cash and Cash Equivalents and Restricted Cash

Management considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

Marketable Securities

Fair Value Measurement

•

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

•

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

The estimated useful lives of assets are generally as follows:


Computer equipment, hardware, and software		3 - 5 years
Furniture and fixtures		7 - 10 years
Machinery and equipment		3 - 10 years
Leasehold improvements		Shorter of the lease term (including estimated renewals) or the estimated useful lives of the improvements

Impairment of Long-Lived Assets

Leases

Segments

Research and Development Cost

Costs related to research and development are expensed as incurred.

General and Administrative Expenses

Stock-Based Compensation

Income Taxes

Recent Accounting Pronouncements

3 Months Ended

Mar. 31, 2023

Accounting Standards Update and Change in Accounting Principle [Abstract]

Recent Accounting Pronouncements

Note 3. Recent Accounting Pronouncements

In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848), Deferral of the Sunset Date of Topic 848, which defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848 that provides optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The ASU is effective for all entities upon issuance. The Company adopted the guidance in December 2022. The adoption of such guidance had no impact on the Company's condensed consolidated financial statements as of March 31, 2023.

In March 2023, the FASB issued ASU 2023-01, Leases (Topic 842): Common Control Agreements, which clarifies the
accounting for leasehold improvements associated with common control leases. The ASU is effective for all entities in fiscal years beginning after December 15, 2023. The Company is currently evaluating the impact of this amendment 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-URI https://asc.fasb.org/topic&trid=2122394

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 105
-SubTopic 10
-Section 65
-Paragraph 6
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126987489&loc=SL124442142-165695

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 20
-Section 65
-Paragraph 2
-Subparagraph (d)(1)
-URI https://asc.fasb.org/extlink&oid=126986314&loc=SL124402458-218513

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(iii)
-URI https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(4)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(ii)
-URI https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(i)
-URI https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(1)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 20
-Section 65
-Paragraph 2
-Subparagraph (d)(2)
-URI https://asc.fasb.org/extlink&oid=126986314&loc=SL124402458-218513

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(iv)
-URI https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Joint Venture and Redeemable Non-Controlling Interest - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022
Joint Venture And Non Controlling Interest [Line Items]
Cash and cash equivalents	$ 241,210	$ 235,393	$ 283,013
QSV
Joint Venture And Non Controlling Interest [Line Items]
Cash and cash equivalents	3,427	$ 3,395
VWGoA
Joint Venture And Non Controlling Interest [Line Items]
Proceed from Series F preferred stock financings and business combination	$ 134,000

Balance Sheet Components (Tables)

3 Months Ended

Mar. 31, 2023

Balance Sheet Related Disclosures [Abstract]

Schedule of Property and Equipment

Property and equipment as of March 31, 2023 and December 31, 2022, consisted of the following (amounts in thousands):


	March 31,			December 31
	2023			2022
Computer equipment, hardware, and software	$	6,923		$	6,784
Furniture and fixtures		60,295			57,771
Leasehold improvements		80,799			72,201
Machinery and equipment		122,932			120,618
Construction-in-progress		119,642			108,585
Property and equipment, gross		390,591			365,959
Accumulated depreciation and amortization		(79,233	)		(70,025	)
Property and equipment, net	$	311,358		$	295,934

Schedule of Accrued Liabilities

Accrued liabilities as of March 31, 2023 and December 31, 2022, consisted of the following (amounts in thousands):


	March 31,		December 31,
	2023		2022
Accrued property and equipment	$	2,981	$	3,152
Accrued facilities expense		670		1,106
Accrued professional service expense		2,338		496
Other		4,406		2,723
Accrued liabilities	$	10,395	$	7,477

Schedule Of Other Liabilities

Other liabilities as of March 31, 2023 and December 31, 2022, consisted of the following (amounts in thousands):


	March 31,		December 31,
	2023		2022
Long-term advance payments	$	2,615	$	2,615
Asset retirement obligation		7,546		5,873
Other liabilities	$	10,161	$	8,488

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

Mar. 31, 2023

Dec. 31, 2022

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

Total fair value assets

$ 977,618

$ 1,010,778

Money Market Funds

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

Total fair value assets

^[1]

186,248

107,439

Commercial Paper

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

Total fair value assets

^[2]

48,381

104,231

U.S. Government and Agency Securities

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

Total fair value assets

^[2]

582,022

610,450

Corporate Notes and Bonds

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

Total fair value assets

^[2]

160,967

188,658

Level 1

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

Total fair value assets

186,248

107,439

Level 1 | Money Market Funds

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

Total fair value assets

^[1]

186,248

107,439

Level 2

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

Total fair value assets

791,370

903,339

Level 2 | Commercial Paper

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

Total fair value assets

^[2]

48,381

104,231

Level 2 | U.S. Government and Agency Securities

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

Total fair value assets

^[2]

582,022

610,450

Level 2 | Corporate Notes and Bonds

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

Total fair value assets

^[2]

$ 160,967

$ 188,658

[1]	Money market funds are included in cash and cash equivalents on the Condensed Consolidated Balance Sheets.
[2]	Marketable securities consist of commercial paper, U.S. government and agency securities, corporate notes and bonds. As of March 31, 2023 and December 31, 2022, marketable securities with original maturities of three months or less of $49.4 million and $77.0 million, respectively, are included in cash and cash equivalents on the Condensed Consolidated Balance Sheets.

Fair Value Measurement - Summary of Major Security Type Assets That Measured at Fair Value on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Schedule of Available for Sale Securities [Line Items]
Amortized Cost	$ 989,973	$ 1,028,651
Gross Unrealized Gain	60	24
Gross Unrealized Loss	(12,415)	(17,897)
Fair Value	977,618	1,010,778
Level 1 \| Money Market Funds
Schedule of Available for Sale Securities [Line Items]
Amortized Cost	186,248	107,439
Fair Value	186,248	107,439
Level 2 \| Commercial Paper
Schedule of Available for Sale Securities [Line Items]
Amortized Cost	48,381	104,231
Fair Value	48,381	104,231
Level 2 \| U.S. Government and Agency Securities
Schedule of Available for Sale Securities [Line Items]
Amortized Cost	588,417	620,660
Gross Unrealized Gain	57	24
Gross Unrealized Loss	(6,452)	(10,234)
Fair Value	582,022	610,450
Level 2 \| Corporate Notes and Bonds
Schedule of Available for Sale Securities [Line Items]
Amortized Cost	166,927	196,321
Gross Unrealized Gain	3
Gross Unrealized Loss	(5,963)	(7,663)
Fair Value	$ 160,967	$ 188,658

Stockholders' Equity - Schedule of Stock Option Activity (Parenthetical) (Details) - shares

3 Months Ended

12 Months Ended

Mar. 31, 2023

Mar. 31, 2022

Dec. 31, 2022

Class of Stock [Line Items]

Granted stock option

Options forfeited

^[1]

864,000

Vested and expected to vest at the end of the period (in shares)

^[2]

36,109,000

EPA

Class of Stock [Line Items]

Granted stock option

16,000,000.0

Options forfeited

800,000

Vested and expected to vest at the end of the period (in shares)

6,000,000.0

[1]	This includes 0.8 million options under the EPA Program.
[2]	This includes 6.0 million options granted pursuant to the EPA Program that are currently expected to vest. None of the options granted pursuant to the EPA Program were vested and exercisable as of March 31, 2023.

Balance Sheet Components - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 390,591	$ 365,959
Accumulated depreciation and amortization	(79,233)	(70,025)
Property and equipment, net	311,358	295,934
Computer Equipment, Hardware, and Software
Property Plant And Equipment [Line Items]
Property and equipment, gross	6,923	6,784
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Property and equipment, gross	60,295	57,771
Leasehold Improvements
Property Plant And Equipment [Line Items]
Property and equipment, gross	80,799	72,201
Machinery and Equipment
Property Plant And Equipment [Line Items]
Property and equipment, gross	122,932	120,618
Construction in Progress
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 119,642	$ 108,585

Fair Value Measurement

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurement

Note 4. Fair Value Measurement

The Company’s financial assets 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 March 31, 2023
	Level 1		Level 2		Total
Assets included in:
Money market funds(1)	$	186,248	$	—	$	186,248
Commercial paper(2)		—		48,381		48,381
U.S. government and agency securities(2)		—		582,022		582,022
Corporate notes and bonds(2)		—		160,967		160,967
Total fair value	$	186,248	$	791,370	$	977,618


	Fair Value Measured as of December 31, 2022
	Level 1		Level 2		Total
Assets included in:
Money market funds(1)	$	107,439	$	—	$	107,439
Commercial paper(2)		—		104,231		104,231
U.S. government and agency securities(2)		—		610,450		610,450
Corporate notes and bonds(2)		—		188,658		188,658
Total fair value	$	107,439	$	903,339	$	1,010,778

(1)

Money market funds are included in cash and cash equivalents on the Condensed Consolidated Balance Sheets.

(2)

Level 1 assets: Money market funds are classified as Level 1 within the fair value hierarchy, as fair value is based on unadjusted quoted prices in active markets for identical assets.

Level 2 assets: Investments in commercial paper, U.S. government and agency securities, and corporate notes and bonds are classified as Level 2 as they were valued based upon quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets.

The Company had no financial liabilities subject to fair value measurements on a recurring basis as of March 31, 2023 and December 31, 2022.

There have been no changes to the valuation methods utilized during the three months ended March 31, 2023. As of March 31, 2023 and December 31, 2022, 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 March 31, 2023 and December 31, 2022. The fair value as of March 31, 2023 and December 31, 2022 are as follows (amounts in thousands):


	March 31, 2023
	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss			Fair Value
Level 1 securities
Money market funds	$	186,248	$	—	$	—		$	186,248
Level 2 securities
Commercial paper		48,381		—		—			48,381
U.S. government and agency securities		588,417		57		(6,452	)		582,022
Corporate notes and bonds		166,927		3		(5,963	)		160,967
Total	$	989,973	$	60	$	(12,415	)	$	977,618

	December 31, 2022
	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss			Fair Value
Level 1 securities
Money market funds	$	107,439	$	—	$	—		$	107,439
Level 2 securities
Commercial paper		104,231		—		—			104,231
U.S. government and agency securities		620,660		24		(10,234	)		610,450
Corporate notes and bonds		196,321		—		(7,663	)		188,658
Total	$	1,028,651	$	24	$	(17,897	)	$	1,010,778

Realized gains and losses and interest income from the investment are included in interest income.

The Company regularly reviews its available-for-sale marketable securities in an unrealized loss position and evaluates the current expected credit loss by considering factors such as historical experience, market data, issuer-specific factors, and current economic conditions. The following tables display additional information regarding gross unrealized losses and fair value by major security type for the 81 and 95 marketable securities in unrealized loss positions as of March 31, 2023 and December 31, 2022, respectively (amounts in thousands):


	March 31, 2023
	Less than 12 Consecutive Months					12 Consecutive Months or Longer					Total
	Gross Unrealized Loss			Fair Value		Gross Unrealized Loss			Fair Value		Gross Unrealized Loss			Fair Value
U.S. government and agency securities	$	(147	)	$	203,352	$	(6,305	)	$	255,363	$	(6,452	)	$	458,715
Corporate notes and bonds		(157	)		14,016		(5,806	)		145,243		(5,963	)		159,259
Total	$	(304	)	$	217,368	$	(12,111	)	$	400,606	$	(12,415	)	$	617,974

	December 31, 2022
	Less than 12 Consecutive Months					12 Consecutive Months or Longer					Total
	Gross Unrealized Loss			Fair Value		Gross Unrealized Loss			Fair Value		Gross Unrealized Loss			Fair Value
U.S. government and agency securities	$	(521	)	$	231,047	$	(9,713	)	$	336,517	$	(10,234	)	$	567,564
Corporate notes and bonds		(261	)		18,585		(7,402	)		170,073		(7,663	)		188,658
Total	$	(782	)	$	249,632	$	(17,115	)	$	506,590	$	(17,897	)	$	756,222

The unrealized losses were attributable to changes in interest rates that impacted the value of the investments, and not increased credit risk. During the three months ended March 31, 2023 and 2022, the Company received proceeds of $1.5 million and $13.2 million, including interest, from the sale of available-for-sale marketable securities, respectively. The Company realized immaterial gains and losses as a result of such sales for the three months ended March 31, 2023 and 2022. The Company does not intend to sell the investments that are in an unrealized loss position, nor is it more likely than not that the Company will be required to sell the investments before the recovery of the amortized cost basis, which may be its maturity. Accordingly, the Company did not record an allowance for credit losses associated with these investments.

The estimated amortized cost and fair value of available-for-sale securities by contractual maturity as of March 31, 2023 are as follows (amounts in thousands):


	March 31, 2023
	Amortized Cost		Fair Value
Due within one year	$	825,431	$	820,368
Due after one year and through five years		164,542		157,250
Total	$	989,973	$	977,618

- 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

Balance Sheet Components - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation and amortization expense related to property and equipment	$ 9.2	$ 4.8

Organization

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization

Note 1. Organization

The original QuantumScape Corporation, now named QuantumScape Battery, Inc. (“Legacy QuantumScape”), a wholly owned subsidiary of the Company (as defined below), was founded in 2010 with the mission to revolutionize energy storage to enable a sustainable future.

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 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 March 31, 2023, the Company had not derived revenue from its principal business activities.

Joint Venture and Redeemable Non-Controlling Interest (Tables)

3 Months Ended

Mar. 31, 2023

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 the three months ended March 31, 2023 and 2022 (amounts in thousands):


	Redeemable Non-Controlling Interest
Balance as of December 31, 2022	$	1,704
Net income attributable to redeemable non-controlling interest in QSV		16
Balance as of March 31, 2023	$	1,720


	Redeemable Non-Controlling Interest
Balance as of December 31, 2021	$	1,693
Net loss attributable to redeemable non-controlling interest in QSV		(1	)
Balance as of March 31, 2022	$	1,692

Leases - Summary of Future Minimum Payments (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Leases [Abstract]
2023 (remaining nine months)	$ 5,857
2024	8,886
2025	9,099
2026	9,037
2027	9,135
2028	9,404
Thereafter	36,965
Total	88,383
Less present value discount	(22,915)
Lease liabilities	65,468
2023 (remaining nine months)	3,751
2024	5,131
2025	5,272
2026	5,417
2027	5,566
2028	5,719
Thereafter	22,345
Total	53,201
Less present value discount	(13,224)
Lease liabilities	$ 39,977

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

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

The estimated useful lives of assets are generally as follows:


Computer equipment, hardware, and software		3 - 5 years
Furniture and fixtures		7 - 10 years
Machinery and equipment		3 - 10 years
Leasehold improvements		Shorter of the lease term (including estimated renewals) or the estimated useful lives of the improvements

Stockholders' Equity - Schedule of Restricted Stock Units with Service Condition and Performance Stock Unit Activities (Details) shares in Thousands	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Restricted Stock Unit
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Units, Beginning Balance \| shares	16,563
Number of Units, Granted \| shares	5,432
Number of Units, Vested \| shares	(1,590)
Number of Units, Forfeited \| shares	(965)
Number of Units, Ending Balance \| shares	19,440
Weighted Average grant date fair value, Beginning Balance \| $ / shares	$ 13.79
Weighted Average grant date fair value, Granted \| $ / shares	7.97
Weighted Average grant date fair value, Vested \| $ / shares	12.30
Weighted Average grant date fair value, Forfeited \| $ / shares	15.18
Weighted Average grant date fair value, Ending Balance \| $ / shares	$ 12.22
Performance Stock Unit
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Units, Granted \| shares	3,283
Number of Units, Ending Balance \| shares	3,283
Weighted Average grant date fair value, Granted \| $ / shares	$ 7.87
Weighted Average grant date fair value, Ending Balance \| $ / shares	$ 7.87