Form 10-K/A

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

10-K/A

(Amendment No. 1)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM

COMMISSION FILE NUMBER

001-39222

QUANERGY SYSTEMS, INC.

(Exact name of registrant as specified in its charter)


Delaware		88-0535845
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

433 Lakeside Drive Sunnyvale, California		94085
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (408)

245-9500

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


Title of each class	Trading Symbols	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	QNGY	The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share	QNGY WS	The New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant (1) has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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. (Check one):

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.

☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Act). Yes ☐ No ☒

The aggregate market value of the ordinary shares held by

non-affiliates

of the registrant, computed as of June 30, 2021 (the last

business day of the registrant’s most recently completed second fiscal quarter) was approximately $273,516,000.

As of March

29,

2022, there were 86,504,955 shares of the Company’s common stock, par value $0.0001 per share, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Table of Contents

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to our Annual Report on Form

10-K

for the fiscal year ended December 31, 2021, as filed with the Securities and Exchange Commission on March 31, 2022, is to furnish the interactive data files as Exhibit 101 to the Form

10-K

which were omitted due to a technical problem in the submission of the original Form 10K for Quanergy Systems, Inc.

Users of this data are advised that pursuant to Rule 406T of Regulation

S-T,

these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

No other changes have been made to the Form

10-K

other than those described above. This Amendment No. 1 does not reflect subsequent events occurring after the original filing date of the Form

10-K

or modify or update in any way disclosures made in the Form

10-K.

Table of Contents

EXPLANATORY NOTE

On February 8, 2022 (the “Closing Date”), subsequent to the end of the fiscal year ended December 31, 2021, the fiscal year to which this Annual Report on

Form 10-K

relates, Quanergy Systems, Inc., a Delaware corporation (the “Company” or “Quanergy”) (f/k/a CITIC Capital Acquisition Corp. (“CCAC”)), consummated the previously announced merger (the “Closing”) pursuant to that certain Agreement and Plan of Merger, dated June 21, 2021, as amended on June 28, 2021, November 14, 2021 and December 26, 2021 (the “Merger Agreement”), by and among the Company, CITIC Capital Merger Sub Inc., a Delaware corporation and direct wholly owned subsidiary of CCAC (“Merger Sub”) and Quanergy Perception Technologies, Inc., a Delaware corporation (f/k/a Quanergy Systems, Inc., and when referred to in

its pre-Business Combination

(as defined below) capacity, “Legacy Quanergy”). The Company’s shareholders approved the business combination (the “Business Combination”) and the change of CCAC’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and domesticating and continuing as a corporation formed under the laws of the State of Delaware (the “Domestication”) at an extraordinary general meeting of stockholders held on January 31, 2022 (the “Special Meeting”).

On February 7, 2022, one business day prior to the Closing Date, CCAC effectuated the Domestication, pursuant to which each of CCAC’s currently issued and outstanding Class A ordinary shares (“Class A Ordinary Shares”) and Class B ordinary shares (“Class B Ordinary Shares”) automatically converted by operation of law, on

a one-for-one basis,

into shares of common stock of the Company (“Common Stock”). Similarly, all of CCAC’s outstanding warrants became warrants to acquire shares of Common Stock, and no other changes were made to the terms of any outstanding warrants.

Pursuant to the terms of the Merger Agreement, the Business Combination was effected through the merger (the “Merger”) of Merger Sub with and into Legacy Quanergy, whereupon the separate corporate existence of Merger Sub ceased and Legacy Quanergy became the surviving company and a wholly owned subsidiary of the Company. In connection with the Domestication, the Company changed its name from CITIC Capital Acquisition Corp. to Quanergy Systems, Inc.

Except as otherwise expressly provided herein, the information in this Annual Report on

Form 10-K

does not reflect the consummation of the Business Combination which, as discussed above, occurred subsequent to the period covered hereunder.

Unless the context indicates otherwise, the terms “we,” “us” and “our” refer to the Company and our consolidated subsidiaries, and references to the “CCAC” refer to the historical operations of CCAC prior to the closing and to the combined company and its subsidiaries following the closing. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to CITIC Capital Acquisition LLC, a Cayman Islands limited liability company. References to our “initial shareholders” refer to the holders of Founder Shares (defined herein).

Because we closed the Business Combination after the end of our fiscal year, this Annual Report on Form

10-K

principally describes our business and operations following the closing of the Business Combination, but includes the financial statements of CCAC and related “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections, which describe the business, financial condition, results of operations, liquidity and capital resources of CCAC prior to the Business Combination, and disclosure in “Item 14. Principal Accounting Fees and Services” relates to fees paid in respect of CCAC’s financial statements. Substantially concurrently with the filing of this Annual Report on Form

10-K,

we will be filing Amendment No. 1 to our Current Report on Form

8-K,

initially filed on February 14, 2022, which will include the audited consolidated financial statements of Legacy Quanergy for the year ended December 31, 2021, and related Management’s Discussion and Analysis of Financial Condition and Results of Operations. Interested parties should refer to our Current Reports on Form

8-K

for more information.

Table of Contents

TABLE OF CONTENTS


		Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY			1

PART I			3
Item 1.	Business.		3
Item 1a.	Risk Factors.		6
Item 1b.	Unresolved Staff Comments.		33
Item 2.	Properties.		33
Item 3.	Legal Proceedings.		33
Item 4.	Mine Safety Disclosures.		33

PART II			34
Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.		34
Item 6.	[Reserved].		35
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		35
Item 7a.	Quantitative and Qualitative Disclosures About Market Risk.		38
Item 8.	Financial Statements and Supplementary Data.		38
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.		59
Item 9a.	Controls and Procedures.		59
Item 9b.	Other Information.		60
Item 9c.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.		60

PART III			61
Item 10.	Directors, Executive Officers and Corporate Governance.		61
Item 11.	Executive Compensation.		66
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.		67
Item 13.	Certain Relationships and Related Transactions, and Director Independence.		69
Item 14.	Principal Accounting Fees and Services.		72

PART IV			73
Item 15.	Exhibits, Financial Statement Schedules.		73
Item 16.	Form 10K Summary		78

SEC Form 10-K/A filed by Quanergy Systems Inc. (Amendment)