United States securities and exchange commission logo





                               December 28, 2020

       Michael McCarthy
       Chief Executive Officer
       QuantumScape Corp.
       1730 Technology Drive
       San Jose, California 95110

                                                        Re: QuantumScape Corp.
                                                            Registration
Statement on Form S-1
                                                            Filed December 17,
2020
                                                            File No. 333-251433

       Dear Mr. McCarthy:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-1

       General

   1.                                                   Please revise your
cover page and fee table to clarify the securities that are being
                                                        registered for resale.
Please also identify securities, if any, that are being registered as a
                                                        primary issuance. In
that regard, we note that in the Selling Securityholders table on page
                                                        102 you disclose that
287,903,653 shares of Class A Common Stock are being offered.
                                                        However, the cover page
indicates that you are registering 306,053,642 shares of Class A
                                                        Common Stock.
               We remind you that the company and its management are
responsible for the accuracy
       and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of
       action by the staff.
 Michael McCarthy
QuantumScape Corp.
December 28, 2020
Page 2

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Asia Timmons-Pierce, Special Counsel, at 202-551-3754 or
Jay Ingram,
Legal Branch Chief, at 202-551-3397 with any questions.



FirstName LastNameMichael McCarthy                         Sincerely,
Comapany NameQuantumScape Corp.
                                                           Division of
Corporation Finance
December 28, 2020 Page 2                                   Office of
Manufacturing
FirstName LastName