SEC Form 424B3 filed by Quanergy Systems Inc.

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-264115

PROSPECTUS SUPPLEMENT NO. 24

(To the Prospectus dated May 13, 2022)

128,397,923 Shares of Common Stock

 

 

This prospectus supplement supplements the prospectus, dated May 13, 2022 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-264115). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 24, 2023 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.

The Prospectus and this prospectus supplement relate to the resale or other disposition from time to time of (i) up to 3,397,923 shares of our common stock, $0.0001 par value per share, issuable upon the exercise of a warrant to purchase our common stock (the “GEM Warrant”) and (ii) up to 125,000,000 shares of our common stock by GEM Yield Bahamas Ltd. (“GYBL”) and GEM Global Yield LLC SCS (“GEM Investor”), or other selling securityholders.

The shares of common stock being offered by the selling securityholders have been or may be issued pursuant to the Share Purchase Agreement, dated December 12, 2021, that CITIC Capital Acquisition Corp. entered into with GYBL and GEM Investor (as amended, the “GEM Agreement”). We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares by the selling securityholders. However, we will receive proceeds from any shares issued pursuant to the exercise of the GEM Warrant through the payment of the exercise price in cash and the sale of common stock from any draw downs under the GEM Agreement.

The common stock and Warrants were listed on the New York Stock Exchange (“NYSE”) under the symbols “QNGY” and “QNGY WS,” respectively. Trading in these securities was suspended on the NYSE after market close on November 8, 2022 and the NYSE filed a Form 25 with the SEC to delist the securities on April 5, 2023. The common stock and Warrants currently trade exclusively on the OTC Pink Marketplace under the symbols “QNGYQ” and “QNGWQ”, respectively. On October 24, 2023, the last reported sales price of our common stock on the over-the-counter market was $0.00 per share and the last reported sales price of our Warrants was $0.00 per warrant.

This prospectus supplement should be read in conjunction with the Prospectus, including any amendments or supplements thereto, which is to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to the Prospectus, including any amendments or supplements thereto, except to the extent that the information in this prospectus supplement updates and supersedes the information contained therein.

This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any amendments or supplements thereto.

We are an “emerging growth company” as defined under U.S. federal securities laws and, as such, have elected to comply with reduced public company reporting requirements. The Prospectus complies with the requirements that apply to an issuer that is an emerging growth company.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in the section titled “Risk Factors” beginning on page 8 of the Prospectus and under similar headings in any amendments or supplements to the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the accuracy or adequacy of this prospectus supplement or the Prospectus. Any representation to the contrary is a criminal offense.

Prospectus Supplement dated October 25, 2023

 

 

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): October 19, 2023

 

 

Quanergy Systems, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware		001-39222		88-0535845
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

c/o SierraConstellation Partners, LLC 355 S. Grand Avenue, Suite 1450 Los Angeles, California				90071
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 408 245-9500

Not Applicable

(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
Common Stock, $0.0001 par value per share		QNGYQ		N/A
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $230.00 per share		QNGWQ		N/A

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 8.01.

Other Events.

As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 13, 2022, on December 13, 2022, Quanergy Systems, Inc. (the “Company”) filed a voluntary petition (Case No. 22-11305) for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (such court, the “Bankruptcy Court” and such case, the “Case”).

On October 19, 2023, the Company filed its monthly operating report with the United States Bankruptcy Court for the period beginning September 01, 2023 and ending September 30, 2023 (the “Monthly Operating Report”). The Monthly Operating Report is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Cautionary Note Regarding the Monthly Operating Report

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any Company securities. The Monthly Operating Report is limited in scope and has been prepared solely for the purpose of complying with requirements of the Bankruptcy Court. The Monthly Operating Report was not reviewed by independent accountants, is in a format prescribed by applicable bankruptcy laws, and is subject to future adjustment. The financial information in the Monthly Operating Report is not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), and, therefore, may exclude items required by GAAP, such as certain reclassifications, eliminations, accruals, valuations and disclosures. The Monthly Operating Report also relates to a period that is different from the historical periods required in the Company’s reports pursuant to the Securities Exchange Act of 1934, as amended.

Cautionary Note Regarding Trading in the Company’s Securities

The Company cautions that trading in the Company’s securities during the pendency of the Case is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders of the Company’s securities in the Case. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit Number		Description
99.1		Monthly Operating Report, for the period covering September 01, 2023 through September 30, 2023, filed with the United States Bankruptcy Court for the District of Delaware.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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 thereunto duly authorized.

 

				QUANERGY SYSTEMS, INC.
Dated: October 24, 2023		By:		/s/ Patrick Archambault
				Patrick Archambault Chief Financial Officer

Exhibit 99.1

 

THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

 

In re:   QUANERGY SYSTEMS, INC.,1   Debtor.		Chapter 11   Case No. 22-11305 (CTG)

NOTES TO MONTHLY OPERATING REPORT

 

On December 13, 2022 (the “Petition Date”), the above-captioned debtor and debtor in possession (the “Debtor”) filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).

Please be advised that the accompanying monthly operating report and the exhibits thereto (the “MOR”) are unaudited, preliminary, and may not comply with generally accepted accounting principles in the United States of America (“U.S. GAAP”) in all material respects.

The MOR is limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with the reporting requirements of the Bankruptcy Code and the United States Trustee. The unaudited financial statements have been derived from the Debtor’s books and records. The MOR generally reflects the operations and financial position of the Debtor on a consolidated basis with non-Debtor Quanergy Perception Technologies, Inc. The information presented herein has not been subjected to all procedures that would typically be applied to financial information presented in accordance with U.S. GAAP. Upon the application of such procedures, the financial information could be subject to changes, and these changes could be material. The information furnished in the MOR includes normal recurring adjustments, but does not include all of the adjustments that would typically be made for interim financial statements in accordance with U.S. GAAP.

Given the complexity of the Debtor’s business, inadvertent errors, omissions or over-inclusions may have occurred. Accordingly, the Debtor hereby reserves the right to amend or supplement the MOR, if necessary, but shall be under no obligation to do so.

 

1	The Debtor and the last four digits of its taxpayer identification number are: Quanergy Systems, Inc. (5845). The Debtor’s mailing address for purposes of the Chapter 11 Case is c/o SierraConstellation Partners, LLC 355 S. Grand Avenue Suite 1450 Los Angeles, CA 90071.

Quanergy Systems, Inc.

Exhibits to the September MOR

For the period September 1, 2023 through September 30, 2023

 

Page #		Table of Contents
3		Statement of Cash Receipts and Disbursements
4		Balance Sheet for period ending September 30, 2023
5		Statement of Operations
6		Accounts Receivable as of September 30, 2023
7		Post-petition Accounts Payable as of September 30, 2023
8		Bank Reconciliation
9		Payments Made on Pre-Petition Debt as of September 30, 2023
10		Payments to Insiders
11		Payments to Professionals
12		Payments to Professionals To Date

 

2

Quanergy Systems, Inc.

Statement of Cash Receipts and Disbursements

($ in USD)

 

		9/1-9/30
Beginning Cash Balance		$	6,503,979
Receipts
Collections		$	36,360
Subsidiary dividend1			376
NewCo prefunding			50,337
Total Receipts		$	87,073
Operating Disbursements
Pre-petition liability payments		$	—
Prefunded NewCo payments			50,347
AP			81,410
Other			461
Total Operating Disbursements		$	132,218
Operating Cash Flow		$	(45,145	)
Restructuring Related
Professional fees		$	160,082
Total Restructuring Related		$	160,082
Net Cash Flow		$	(205,227	)
Ending Cash Balance		$	6,298,752

 

[1]

Subsidiary income represents the return of cash from the Company’s wholly owned subsidiaries which are being closed down. It is part of the accumulated profits of the subsidiaries in the foreign territories in which they operate, and the return of the remaining cash to the Company is considered dividend income.

 

3

Quanergy Systems, Inc.

Balance Sheet for period ending September 30, 2023

($ in USD)

 

		9/30/2023
Assets
Current Assets:
Cash and cash equivalents		$	6,298,752
Restricted cash			70,000
Accounts receivable, net of allowance for doubtful accounts			78,255
Prepaid business insurance and D&O			3,530,556
Prepaid expenses and other current assets			736,941
Total Current Assets		$	10,714,504
Other long-term assets		$	229,031
Total Assets		$	10,943,535
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable		$	6,250,311
Accrued expenses			1,626,724
Accrued liabilities			9,827,864
Accrued liabilities (Post petition)			127,833
Professional fees (Post petition)			4,349,959
Other current liabilities			975,915
Total Current Liabilities		$	23,158,606
Operating lease liabilities		$	478,156
Other long-term liabilities			9,619,384
Total Liabilities		$	33,256,146
Total Stockholders’ equity		$	(22,312,611	)
Total Liabilities and Stockholders’ Equity		$	10,943,535

 

4

Quanergy Systems, Inc.

Statement of Operations

($ in USD)

 

		9/1-9/30
Revenue		$	—
Cost of sales			—
Gross Margin		$	—
Selling expenses		$	(5,442	)
General and administrative			145,084
Lease expenses			—
Restructuring expenses			(379,355	)
Other operating expenses			(376	)
Income (loss) from operations		$	240,089
Other income:
Interest income		$	—
Loss on asset sale			—
Income (loss) before income taxes		$	240,089
Income tax		$	—
Net Income (loss)		$	240,089

 

5

Quanergy Systems, Inc.

Accounts Receivable as of September 30, 2023

($ in USD)

 

		9/30/2023
Accounts Receivable Reconciliation
Total Accounts Receivable at the beginning of the reporting period		$	609,412
+ Amounts billed during the period			—
- Amounts collected during the period			(36,360	)
Total Accounts Receivable at the end of the reporting period		$	573,052
		9/30/2023
Accounts Receivable Aging
Current		$	—
1-30 Days Past Due			—
31-60 Days Past Due			—
61-90 Days Past Due			—
91+ Days Past Due			573,052
Total		$	573,052

 

6

Quanergy Systems, Inc.

Post-petition Accounts Payable Aging as of September 30, 2023

($ in USD)

 

		9/30/2023
Current		$	—
1-30 Days Past Due			—
31-60 Days Past Due			—
61-90 Days Past Due			—
Total		$	—

 

7

Quanergy Systems, Inc.

Bank Reconciliation

($ in USD)

Silicon Valley Bank x2011

 

Bank Reconciliation		Bank Name		Bank Balance				Adjustments				Book Balance
x2011		Silicon Valley Bank		$	1,335,208			$	—			$	1,335,208

Silicon Valley Bank x4224

 

Bank Reconciliation		Bank Name		Bank Balance				Adjustments				Book Balance
x4224		Silicon Valley Bank		$	70,000			$	—			$	70,000

Silicon Valley Bank x1506

 

Bank Reconciliation		Bank Name		Bank Balance				Adjustments				Book Balance
x1506		Silicon Valley Bank		$	4,955,544			$	—			$	4,955,544

Silicon Valley Bank x1498

 

Bank Reconciliation		Bank Name		Bank Balance				Adjustments				Book Balance
x1498		Silicon Valley Bank		$	8,000			$	—			$	8,000

Silicon Valley Bank x2927

 

Bank Reconciliation

Bank Name

Bank Balance

Adjustments

Book Balance

x2927

Silicon Valley Bank

$

—

$

—

$

—

Silicon Valley Bank x1679

 

Bank Reconciliation

Bank Name

Bank Balance

Adjustments

Book Balance

x1679

Silicon Valley Bank

$

—

$

—

$

—

 

8

Quanergy Systems, Inc.

Payments Made on Pre-Petition Debt as of September 30, 2023

($ in USD)

 

Payee Name

Date

Amount

Description

N/A

N/A

N/A

Total

$

—

 

9

Quanergy Systems, Inc.

Payments to Insiders (9/1/2023 - 9/30/2023)

($ in USD)

 

as of		Description		Amount
9/30/2023		Salary, benefits & consulting		$24,167

 

10

Quanergy Systems, Inc.

Payments to Debtor’s Professionals (9/1/2023 - 9/30/2023)*

($ in USD)

 

Professional Firm

Date

Amount

Description

N/A

N/A

$

—

Total

$

—

Total professional fees paid in current month

 

*	Payments not listed on Part 5 of MOR

 

11

Quanergy Systems, Inc.

Payments to Debtor’s Professionals to date

($ in USD)

 

		2023
Professional Firm		January				February				March				April				May				June				July				August				September				Total
Cooley		$	—			$	229,253			$	373,740			$	—			$	—			$	—			$	—			$	—			$	—			$	602,993
FTI Consulting			—				—				444,891				—				—				—				—				—				—				444,891
Raymond James			125,000				125,000				—				—				—				—				—				—				—				250,000
Seward & Kissel LLP			—				—				—				—				—				—				—				—				—				—
Sierra Constellation Partners			—				—				59,274				—				—				—				—				—				160,082				219,357
Stretto, Inc			—				—				174,974				51,921				—				57,731				11,790				16,798				—				313,215
Young Conaway Stargatt & Taylor, LLP			—				191,643				197,164				—				—				—				—				—				—				388,807
Total		$	125,000			$	545,895			$	1,250,044			$	51,921			$	—			$	57,731			$	11,790			$	16,798			$	160,082			$	2,219,263

 

12