クアンタムスケープの適時開示・上場廃止・その他

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported): December 10, 2025

    

QuantumScape Corporation

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-39345	85-0796578
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1730 Technology Drive
San Jose, California		95110
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 408 452-2000

    

n/a

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	QS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On December 10, 2025, QuantumScape Corporation (the “Company”), acting pursuant to authorization from its Board of Directors, notified the New York Stock Exchange (the “NYSE”) of its intention to voluntarily withdraw the listing of its Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), from the NYSE and transfer the listing to The Nasdaq Stock Market LLC (“Nasdaq”). The Company expects that listing and trading of its Class A Common Stock on the NYSE will end at market close on December 22, 2025 and trading will begin on Nasdaq at market open on December 23, 2025. The Class A Common Stock has been approved for listing on Nasdaq, where it will continue to trade under its current ticker symbol, “QS.”

Item 7.01 Regulation FD Disclosure

The Company issued the press release attached hereto as Exhibit 99.1 in connection with the transfer of the listing of its Class A Common Stock to Nasdaq. The information furnished under this Item 7.01 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit		Description
99.1		Press Release dated December 10, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			QuantumScape Corporation

Date:	December 10, 2025	By:	/s/ Michael McCarthy
			Name: Michael McCarthy Title: Chief Legal Officer and Head of Corporate Development

EX-99.1 2 qs-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

QuantumScape to Transfer Stock Exchange Listing to Nasdaq

Ticker symbol will remain “QS”

SAN JOSE, Calif. — December 10, 2025 — QuantumScape Corporation (NYSE: QS), a global leader in next-generation solid-state lithium-metal battery technology, today announced that it will voluntarily transfer the listing of its Class A Common Stock to The Nasdaq Stock Market LLC (“Nasdaq”) from the New York Stock Exchange, effective after the close on December 22, 2025. The company expects to begin trading as a Nasdaq-listed company on December 23, 2025.

The company will continue to trade under its current ticker symbol “QS”. The transfer will include all of QS’s publicly traded securities. The company has met all listing requirements for Nasdaq and expects a smooth transition with no disruption to trading activities.

“We’re proud to join Nasdaq’s community alongside some of the most innovative companies in the world,” said Kevin Hettrich, Chief Financial Officer of QS. “We look forward to this exciting opportunity to partner with Nasdaq to better serve our shareholders.”

“QuantumScape is a trailblazer in the electric mobility space, and we’re thrilled to welcome them into the Nasdaq family,” said J.R. Mastroianni, Head of Exchange Transfers, Listings Services at Nasdaq.

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About QuantumScape Corporation

QuantumScape is on a mission to revolutionize energy storage to enable a sustainable future. The company’s next-generation solid-state lithium-metal battery technology is designed to enable greater energy density, faster charging and enhanced safety to support the transition away from legacy energy sources toward a lower carbon future. For more information, visit www.quantumscape.com.

Forward-Looking Statements

Certain information in this press release may be considered “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, statements regarding QuantumScape’s anticipated transfer of its Class A Common Stock listing to Nasdaq, the expected timing of such transfer, and the anticipated benefits of the transition. These forward-looking statements are based on management’s current expectations, assumptions, hopes, beliefs, intentions and strategies regarding future events and are based on currently available information as to the outcome and timing of future events. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements, including due to the building out of processes to scale solid-state battery production, the achievement of the speed, quality, consistency, reliability, safety, cost and throughput required for developing products for commercialization, changes in economic and financial conditions, and other factors, including those discussed in the section titled “Risk Factors” in our Annual Report and Quarterly Reports and other documents filed with the Securities and Exchange Commission from time to time. Except as otherwise required by applicable law, the company disclaims any duty to update any forward-looking statements.