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EX-23.1 - EX-23.1 - QuantumScape Corpcik1811414-ex231_57.htm
EX-5.1 - EX-5.1 - QuantumScape Corpcik1811414-ex51_6.htm

 

As filed with the U.S. Securities and Exchange Commission on June 25, 2020.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-1 REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

 

Kensington Capital Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of
incorporation or organization)

6770

(Primary Standard Industrial
Classification Code Number)

85-0796578

(I.R.S. Employer
Identification Number)

 

1400 Old Country Road, Suite 301

Westbury, New York 11590
(703) 674-6514

 

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Justin Mirro

c/o Kensington Capital Acquisition Corp.
1400 Old Country Road, Suite 301

Westbury, New York 11590
(703) 674-6514

 

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

 

Charles. A. Samuelson

Gary J. Simon

Hughes Hubbard & Reed LLP
One Battery Park Plaza
New York, New York 10004
(212) 837-6200

 

David J. Goldschmidt

Gregg A. Noel

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West
New York, New York 10001
(212) 735-3000

 

 

 

Approximate date of commencement of proposed sale to the public:  As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.  

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  333-239053

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.  See the definitions of  “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

 

 

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  

 

 

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Security Being Registered

 

Amount Being

Registered

   

Proposed

Maximum

Offering Price

Per Security(1)

  

Proposed Maximum

Aggregate Offering

  

Amount of

Registration

Fee

Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant(2)

 

2,875,000 Units

 

$

10.00

 

$

28,750,000

 

$

3,731.75

Shares of Class A common stock included as part of the units(3)

 

2,875,000 Shares

 

 

 

(4)

Redeemable warrants included as part of the units(3)

 

1,437,500 Redeemable Warrants

 

 

 


(4)

Total

 

 

 

 

 

$

28,750,000

 

$

3,731.75 (5)

 

 

 

 

 

 

 

 

(1)      Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended (the “Securities Act”).

(2)      Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-239053).

(3)      Pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(4)      No fee pursuant to Rule 457(g) under the Securities Act.

(5)      The Registrant previously registered securities having a proposed maximum aggregate offering price of $201,250,000 on its Registration Statement on Form S-1, as amended (File No. 333-239053), which was declared effective by the Securities and Exchange Commission on June 25, 2020. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $28,750,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option.

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 


 

EXPLANATORY NOTE

This Registration Statement on Form S-1 is being filed by Kensington Capital Acquisition Corp., a Delaware corporation (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-239053) (the “Prior Registration Statement”), initially filed by the Registrant on June 9, 2020 and declared effective by the Securities and Exchange Commission on June 25, 2020. This Registration Statement covers the registration of an additional 2,875,000 of the Registrant’s units, each consisting of one share of the Registrant’s Class A common stock, $0.0001 par value per share, and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of the Registrant’s Class A common stock. The required opinion of counsel and related consent and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

 

 


 

PART II

Information not required in prospectus

Item 16.  Exhibits and Financial Statement Schedules.

(a)

Exhibits. All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (SEC File No. 333-239053) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:

Exhibit

 

Description

 

 

 

 

 

 

5.1

 

Opinion of Hughes Hubbard & Reed LLP

 

 

 

23.1

 

Consent of Marcum LLP

 

 

 

23.2

 

Consent of Hughes Hubbard & Reed LLP (included in Exhibit 5.1)

 

 

 

 

 

II-1


 

Signatures

Pursuant to the requirements of the Securities Act of 1933 the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 25th day of June, 2020.

 

KENSINGTON CAPITAL ACQUISITION CORP.

 

 

 

 

 

 

By:

 

/s/ Justin Mirro

Name:

 

Justin Mirro

Title:

 

Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

/s/ Justin Mirro

 

Chairman and Chief Executive Officer

(Principal Executive Officer)

 

June 25, 2020

Justin Mirro

 

 

 

 

/s/ Daniel Huber

 

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

June 25, 2020

Daniel Huber

 

 

 

 

/s/ Robert Remenar

 

 

Vice Chairman and President

 

June 25, 2020

Robert Remenar

 

 

 

 

 

 

 

 

 

/s/ Thomas LaSorda

 

 

Director

 

June 25, 2020

Thomas LaSorda

 

 

 

 

 

 

 

 

 

/s/ Anders Pettersson

 

 

Director

 

June 25, 2020

Anders Pettersson

 

 

 

 

 

 

 

 

 

/s/ Mitchell Quain

 

 

Director

 

June 25, 2020

Mitchell Quain

 

 

 

 

 

 

 

 

 

/s/ Donald Runkle

 

 

Director

 

June 25, 2020

Donald Runkle

 

 

 

 

 

 

 

 

 

/s/ Matthew Simoncini

 

 

Director

 

June 25, 2020

Matthew Simoncini

 

 

 

 

 

 

 

 

 

 

II-2