Filed Pursuant to Rule 424(b)(3)
Registration No. 333-264115
PROSPECTUS SUPPLEMENT NO. 26
(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 November 28, 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 November 27, 2023, the last reported sales price of our common stock on the over-the-counter market was $0.01 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 November 28, 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): November 21, 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 |
Name of each exchange | ||
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 November 21, 2023, the Company filed its monthly operating report with the United States Bankruptcy Court for the period beginning October 01, 2023 and ending October 31, 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 |
Description | |
99.1 | Monthly Operating Report, for the period covering October 01, 2023 through October 31, 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: November 28, 2023 | By: | /s/ Patrick Archambault | ||||
Patrick Archambault Chief Financial Officer |
Exhibit 99.1
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In Re. | Quanergy Systems, Inc. | § | Case No. |
22-11305 | ||||
§ | ||||||||
§ | ||||||||
Debtor(s) |
§ | |||||||
☐ Jointly Administered | ||||||||
Monthly Operating Report | Chapter 11 | |||||||
Reporting Period Ended: 10/31/2023 |
Petition Date: 12/13/2022 |
| ||||||
Months Pending: 11 |
Industry Classification: 5 4 1 4 |
| ||||||
Reporting Method: |
Accrual Basis |
Cash Basis |
||||||
Debtor’s Full-Time Employees (current): |
0 | |||||||
Debtor’s Full-Time Employees (as of date of order for relief): |
87 |
Supporting Documentation (check all that are attached):
(For jointly administered debtors, any required schedules must be provided on a non-consolidated basis for each debtor)
☒ | Statement of cash receipts and disbursements |
☒ | Balance sheet containing the summary and detail of the assets, liabilities and equity (net worth) or deficit |
☒ | Statement of operations (profit or loss statement) |
☒ | Accounts receivable aging |
☒ | Postpetition liabilities aging |
☐ | Statement of capital assets |
☒ | Schedule of payments to professionals |
☒ | Schedule of payments to insiders |
☒ | All bank statements and bank reconciliations for the reporting period |
☐ | Description of the assets sold or transferred and the terms of the sale or transfer |
/s/ Shane Reil |
|
|
Shane Reil | |||
Signature of Responsible Party | Printed Name of Responsible Party | |||||
11/21/2023 | ||||||
Date | Young Conaway Stargatt & Taylor, LLP | |||||
1000 N. King Street Wilmington, DE 19801 | ||||||
Address |
STATEMENT: This Periodic Report is associated with an open bankruptcy case; therefore, Paperwork Reduction Act exemption 5 C.F.R. § 1320.4(a)(2) applies.
UST Form 11-MOR (12/01/2021) | 1 |
Debtor’s Name Quanergy Systems, Inc. | Case No. 22-11305 |
Part 1: Cash Receipts and Disbursements |
Current Month | Cumulative | ||||||||
a. |
Cash balance beginning of month | $ | 6,298,752 | |||||||
|
|
|||||||||
b. |
Total receipts (net of transfers between accounts) | $ | 246,289 | $ | 5,771,164 | |||||
|
|
|
|
|||||||
c. |
Total disbursements (net of transfers between accounts) | $ | 297,393 | $ | 8,625,368 | |||||
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|
|
|
|||||||
d. |
Cash balance end of month (a+b-c) | $ | 6,247,648 | |||||||
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|
|||||||||
e. |
Disbursements made by third party for the benefit of the estate | $ | 0 | $ | 0 | |||||
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|
|
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|||||||
f. |
Total disbursements for quarterly fee calculation (c+e) | $ | 297,393 | $ | 8,625,368 | |||||
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|||||||
Part 2: Asset and Liability Status (Not generally applicable to Individual Debtors. See Instructions.) |
Current Month | |||||||||
a. |
Accounts receivable (total net of allowance) | $ | 34,910 | |||||||
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|
|||||||||
b. |
Accounts receivable over 90 days outstanding (net of allowance) | $ | 34,910 | |||||||
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|||||||||
c. |
Inventory ( Book Market Other (attach explanation)) | $ | 0 | |||||||
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|||||||||
d. |
Total current assets | $ | 10,563,110 | |||||||
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|||||||||
e. |
Total assets | $ | 10,655,833 | |||||||
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|||||||||
f. |
Postpetition payables (excluding taxes) | $ | 142,232 | |||||||
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g. |
Postpetition payables past due (excluding taxes) | $ | 0 | |||||||
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h. |
Postpetition taxes payable | $ | 0 | |||||||
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|||||||||
i. |
Postpetition taxes past due | $ | 0 | |||||||
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|||||||||
j. |
Total postpetition debt (f+h) | $ | 142,232 | |||||||
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k. |
Prepetition secured debt | $ | 0 | |||||||
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|||||||||
l. |
Prepetition priority debt | $ | 3,794 | |||||||
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|||||||||
m. |
Prepetition unsecured debt | $ | 32,926,639 | |||||||
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|||||||||
n. |
Total liabilities (debt) (j+k+l+m) | $ | 33,072,665 | |||||||
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o. |
Ending equity/net worth (e-n) | $ | -22,416,832 | |||||||
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|
|||||||||
Part 3: Assets Sold or Transferred |
Current Month | Cumulative | ||||||||
a. |
Total cash sales price for assets sold/transferred outside the ordinary course of business | $ | 0 | $ | 3,150,000 | |||||
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|
|||||||
b. |
Total payments to third parties incident to assets being sold/transferred outside the ordinary course of business | $ | 0 | $ | 625,000 | |||||
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c. |
Net cash proceeds from assets sold/transferred outside the ordinary course of business (a-b) | $ | 0 | $ | 2,525,000 | |||||
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|
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Part 4: Income Statement (Statement of Operations) (Not generally applicable to Individual Debtors. See Instructions.) |
Current Month | Cumulative | ||||||||
a. |
Gross income/sales (net of returns and allowances) | $ | 0 | |||||||
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|
|||||||||
b. |
Cost of goods sold (inclusive of depreciation, if applicable) | $ | 0 | |||||||
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c. |
Gross profit (a-b) | $ | 0 | |||||||
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d. |
Selling expenses | $ | 551 | |||||||
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e. |
General and administrative expenses | $ | 211,201 | |||||||
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f. |
Other expenses | $ | -372,455 | |||||||
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g. |
Depreciation and/or amortization (not included in 4b) | $ | 0 | |||||||
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h. |
Interest | $ | 0 | |||||||
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|||||||||
i. |
Taxes (local, state, and federal) | $ | 0 | |||||||
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j. |
Reorganization items | $ | 264,924 | |||||||
|
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|||||||||
k. |
Profit (loss) | $ | -104,221 | $ | -35,884,148 | |||||
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|
|
UST Form 11-MOR (12/01/2021) | 2 |
Debtor’s Name Quanergy Systems, Inc. | Case No. 22-11305 |
Part 5: Professional Fees and Expenses | Approved Current Month |
Approved Cumulative |
Paid Current Month |
Paid Cumulative |
||||||||||||||||||
a. |
Debtor’s professional fees & expenses (bankruptcy) Aggregate Total | $ | 2,055,727 | $ | 4,840,420 | $ | 0 | $ | 1,910,948 | |||||||||||||
Itemized Breakdown by Firm | ||||||||||||||||||||||
Firm Name |
Role |
|||||||||||||||||||||
i | Raymond James | Financial Professional | $ | 0 | $ | 250,000 | $ | 0 | $ | 250,000 | ||||||||||||
ii | Cooley LLP | Lead Counsel | $ | 1,100,004 | $ | 1,853,223 | $ | 0 | $ | 602,993 | ||||||||||||
iii | Young Conaway Stargatt Taylo | Co-Counsel | $ | 502,514 | $ | 987,421 | $ | 0 | $ | 388,807 | ||||||||||||
iv | FTI | Financial Professional | $ | 398,994 | $ | 955,107 | $ | 0 | $ | 444,891 | ||||||||||||
v | Stretto | Other | $ | 0 | $ | 8,239 | $ | 0 | $ | 4,401 | ||||||||||||
vi | Seward & Kissel | Other | $ | 54,215 | $ | 566,575 | $ | 0 | $ | 0 | ||||||||||||
vii | Sierra Constellation Partners | Other | $ | 0 | $ | 219,856 | $ | 0 | $ | 219,856 | ||||||||||||
Approved Current Month |
Approved Cumulative |
Paid Current Month |
Paid Cumulative |
|||||||||||||||||||
b. |
Debtor’s professional fees & expenses (nonbankruptcy) Aggregate Total | $ | 0 | |||||||||||||||||||
Itemized Breakdown by Firm | ||||||||||||||||||||||
Firm Name |
Role |
|||||||||||||||||||||
i | $ | 0 | ||||||||||||||||||||
c. |
All professional fees and expenses (debtor & committees) |
Part 6: Postpetition Taxes |
Current Month | Cumulative | ||||||||
a. |
Postpetition income taxes accrued (local, state, and federal) | $ | 0 | $ | 0 | |||||
|
|
|
|
|||||||
b. |
Postpetition income taxes paid (local, state, and federal) | $ | 0 | $ | 0 | |||||
|
|
|
|
|||||||
c. |
Postpetition employer payroll taxes accrued | $ | 0 | $ | 0 | |||||
|
|
|
|
|||||||
d. |
Postpetition employer payroll taxes paid | $ | 0 | $ | 353,308 | |||||
|
|
|
|
|||||||
e. |
Postpetition property taxes paid | $ | 0 | $ | 0 | |||||
|
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|
|
|||||||
f. |
Postpetition other taxes accrued (local, state, and federal) | $ | 0 | $ | 0 | |||||
|
|
|
|
|||||||
g. |
Postpetition other taxes paid (local, state, and federal) | $ | 0 | $ | 0 | |||||
|
|
|
|
Part 7: Questionnaire - During this reporting period: |
||||||||||
a. |
Were any payments made on prepetition debt? (if yes, see Instructions) | Yes | No | |||||||
b. |
Were any payments made outside the ordinary course of business without court approval? (if yes, see Instructions) | Yes | No | |||||||
c. |
Were any payments made to or on behalf of insiders? | Yes | No | |||||||
d. |
Are you current on postpetition tax return filings? | Yes | No | |||||||
e. |
Are you current on postpetition estimated tax payments? | Yes | No | |||||||
f. |
Were all trust fund taxes remitted on a current basis? | Yes | No | |||||||
g. |
Was there any postpetition borrowing, other than trade credit? (if yes, see Instructions) | Yes | No | |||||||
h. |
Were all payments made to or on behalf of professionals approved by the court? | Yes | No | N/A |
UST Form 11-MOR (12/01/2021) | 3 |
Debtor’s Name Quanergy Systems, Inc. | Case No. 22-11305 |
i. |
Do you have: Worker’s compensation insurance? | Yes | No | |||||||
If yes, are your premiums current? | Yes | No | N/A | (if no, see Instructions) | ||||||
Casualty/property insurance? | Yes | No | ||||||||
If yes, are your premiums current? | Yes | No | N/A | (if no, see Instructions) | ||||||
General liability insurance? | Yes | No | ||||||||
If yes, are your premiums current? | Yes | No | N/A | (if no, see Instructions) | ||||||
j. |
Has a plan of reorganization been filed with the court? | Yes | No | |||||||
k. |
Has a disclosure statement been filed with the court? | Yes | No | |||||||
l. |
Are you current with quarterly U.S. Trustee fees as set forth under 28 U.S.C. § 1930? | Yes | No |
Part 8: Individual Chapter 11 Debtors (Only) | ||||
a. Gross income (receipts) from salary and wages |
$ | 0 | ||
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|||
b. Gross income (receipts) from self-employment |
$ | 0 | ||
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c. Gross income from all other sources |
$ | 0 | ||
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d. Total income in the reporting period (a+b+c) |
$ | 0 | ||
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e. Payroll deductions |
$ | 0 | ||
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f. Self-employment related expenses |
$ | 0 | ||
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|||
g. Living expenses |
$ | 0 | ||
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h. All other expenses |
$ | 0 | ||
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|||
i. Total expenses in the reporting period (e+f+g+h) |
$ | 0 | ||
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|
|||
j. Difference between total income and total expenses (d-i) |
$ | 0 | ||
|
|
|||
k. List the total amount of all postpetition debts that are past due |
$ | 0 | ||
|
|
|||
l. Are you required to pay any Domestic Support Obligations as defined by 11 U.S.C § 101(14A)? |
Yes No | |||
m. If yes, have you made all Domestic Support Obligation payments? |
Yes No N/A |
UST Form 11-MOR (12/01/2021) | 4 |
Debtor’s Name Quanergy Systems, Inc. | Case No. 22-11305 |
Privacy Act Statement
28 U.S.C. § 589b authorizes the collection of this information, and provision of this information is mandatory under 11 U.S.C. §§ 704, 1106, and 1107. The United States Trustee will use this information to calculate statutory fee assessments under 28 U.S.C. § 1930(a)(6). The United States Trustee will also use this information to evaluate a chapter 11 debtor’s progress through the bankruptcy system, including the likelihood of a plan of reorganization being confirmed and whether the case is being prosecuted in good faith. This information may be disclosed to a bankruptcy trustee or examiner when the information is needed to perform the trustee’s or examiner’s duties or to the appropriate federal, state, local, regulatory, tribal, or foreign law enforcement agency when the information indicates a violation or potential violation of law. Other disclosures may be made for routine purposes. For a discussion of the types of routine disclosures that may be made, you may consult the Executive Office for United States Trustee’s systems of records notice, UST-001, “Bankruptcy Case Files and Associated Records.” See 71 Fed. Reg. 59,818 et seq. (Oct. 11, 2006). A copy of the notice may be obtained at the following link: http://www.justice.gov/ust/eo/rules_regulations/index.htm. Failure to provide this information could result in the dismissal or conversion of your bankruptcy case or other action by the United States Trustee. 11 U.S.C. § 1112(b)(4)(F).
I declare under penalty of perjury that the foregoing Monthly Operating Report and its supporting documentation are true and correct and that I have been authorized to sign this report on behalf of the estate.
/s/ Lawrence Perkins | Lawrence Perkins | |||
Signature of Responsible Party | Printed Name of Responsible Party | |||
Chief Restructuring Officer | 11/21/2023 | |||
Title | Date |
UST Form 11-MOR (12/01/2021) | 5 |
THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re: | Chapter 11 | |
QUANERGY SYSTEMS, INC.,1 | Case No. 22-11305 (CTG) | |
Debtor. | ||
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 October MOR
For the period October 1, 2023 through October 31, 2023
Table of Contents
Page # | ||
3 | Statement of Cash Receipts and Disbursements | |
4 | Balance Sheet for period ending October 31, 2023 | |
5 | Statement of Operations | |
6 | Accounts Receivable as of October 31, 2023 | |
7 | Post-petition Accounts Payable as of October 31, 2023 | |
8 | Bank Reconciliation | |
9 | Payments Made on Pre-Petition Debt as of October 31, 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)
10/1 - 10/31 | ||||
Beginning Cash Balance |
$ | 6,298,752 | ||
Receipts |
||||
Collections |
$ | 87,939 | ||
NewCo prefunding |
158,350 | |||
|
|
|||
Total Receipts |
$ | 246,289 | ||
Operating Disbursements |
||||
Prefunded NewCo payments |
$ | 158,350 | ||
AP |
135,274 | |||
Other |
536 | |||
|
|
|||
Total Operating Disbursements |
$ | 294,160 | ||
|
|
|||
Operating Cash Flow |
$ | (47,871 | ) | |
|
|
|||
Restructuring Related |
||||
Other |
$ | 3,233 | ||
|
|
|||
Total Restructuring Related |
$ | 3,233 | ||
|
|
|||
Net Cash Flow |
$ | (51,104 | ) | |
|
|
|||
Ending Cash Balance |
$ | 6,247,648 |
3
Quanergy Systems, Inc.
Balance Sheet for period ending October 31, 2023
($ in USD)
10/31/2023 | ||||
Assets |
||||
Current Assets: |
||||
Cash and cash equivalents |
$ | 6,247,648 | ||
Restricted cash |
70,000 | |||
Accounts receivable, net of allowance for doubtful accounts |
34,910 | |||
Prepaid business insurance and D&O |
3,473,611 | |||
Prepaid expenses and other current assets |
736,941 | |||
|
|
|||
Total Current Assets |
$ | 10,563,110 | ||
Other long-term assets |
$ | 92,723 | ||
|
|
|||
Total Assets |
$ | 10,655,833 | ||
|
|
|||
Liabilities and Stockholders’ Equity |
||||
Current Liabilities: |
||||
Accounts payable |
$ | 6,354,446 | ||
Accrued expenses |
1,626,724 | |||
Accrued liabilities |
9,827,864 | |||
Accrued liabilities (Post petition) |
142,232 | |||
Professional fees (Post petition) |
4,556,156 | |||
Other current liabilities |
467,703 | |||
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Total Current Liabilities |
$ | 22,975,125 | ||
Operating lease liabilities |
$ | 478,156 | ||
Other long-term liabilities |
9,619,384 | |||
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Total Liabilities |
$ | 33,072,665 | ||
Total Stockholders’ equity |
$ | (22,416,832 | ) | |
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Total Liabilities and Stockholders’ Equity |
$ | 10,655,833 | ||
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4
Quanergy Systems, Inc.
Statement of Operations
($ in USD)
10/1 - 10/31 | ||||
Revenue |
$ | — | ||
Cost of sales |
— | |||
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|
|||
Gross Margin |
$ | — | ||
Selling expenses |
$ | 551 | ||
General and administrative |
211,201 | |||
Restructuring expenses |
264,924 | |||
Other operating expenses |
(372,455 | ) | ||
|
|
|||
Income (loss) from operations |
$ | (104,221 | ) | |
Other income: |
||||
Interest income |
$ | — | ||
Loss on asset sale |
— | |||
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|||
Income (loss) before income taxes |
$ | (104,221 | ) | |
Income tax |
$ | — | ||
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Net Income (loss) |
$ | (104,221 | ) |
5
Quanergy Systems, Inc.
Accounts Receivable as of October 31, 2023
($ in USD)
10/31/2023 | ||||
Accounts Receivable Reconciliation |
||||
Total Accounts Receivable at the beginning of the reporting period |
$ | 573,052 | ||
- Amounts collected during the period |
(87,957 | ) | ||
- Adjustments to bad debt expense |
(51,925 | ) | ||
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|||
Total Accounts Receivable at the end of the reporting period |
$ | 433,170 |
10/31/2023 | ||||
Accounts Receivable Aging |
||||
Current |
$ | — | ||
1-30 Days Past Due |
— | |||
31-60 Days Past Due |
— | |||
61-90 Days Past Due |
— | |||
91+ Days Past Due |
433,170 | |||
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Total |
$ | 433,170 |
6
Quanergy Systems, Inc.
Post-petition Accounts Payable Aging as of October 31, 2023
($ in USD)
10/31/2023 | ||||
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 | $ | 1,284,104 | $ | — | $ | 1,284,104 | |||||||||
Silicon Valley Bank x4224 |
||||||||||||||||
Bank Reconciliation |
Bank Name | Bank Balance | Adjustments | Book Balance | ||||||||||||
x4224 |
Silicon Valley Bank | $ | — | $ | — | $ | — | |||||||||
Silicon Valley Bank x1506 |
||||||||||||||||
Bank Reconciliation |
Bank Name | Bank Balance | Adjustments | Book Balance | ||||||||||||
x1506 |
Silicon Valley Bank | $ | 70,000 | $ | — | $ | 70,000 | |||||||||
Silicon Valley Bank x1498 |
||||||||||||||||
Bank Reconciliation |
Bank Name | Bank Balance | Adjustments | Book Balance | ||||||||||||
x1498 |
Silicon Valley Bank | $ | 4,955,544 | $ | — | $ | 4,955,544 | |||||||||
Silicon Valley Bank x2927 |
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Bank Reconciliation |
Bank Name | Bank Balance | Adjustments | Book Balance | ||||||||||||
x2927 |
Silicon Valley Bank | $ | 8,000 | $ | — | $ | 8,000 | |||||||||
Silicon Valley Bank x1679 |
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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 October 31, 2023
($ in USD)
Payee Name |
Date | Amount | Description | |||||||
N/A |
N/A | N/A | ||||||||
|
|
|||||||||
Total |
$ | — |
9
Quanergy Systems, Inc.
Payments to Insiders (10/1/2023 - 10/31/2023)
($ in USD)
as of |
Description |
Amount | ||||
10/31/2023 | Salary, benefits & consulting | $ | 24,167 |
10
Quanergy Systems, Inc.
Payments to Debtor’s Professionals (10/1/2023 - 10/31/2023)*
($ 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 | October | 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 | — | — | — | — | — | 160,582 | — | 219,856 | |||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||
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Total |
$ | 125,000 | $ | 545,895 | $ | 1,250,044 | $ | 51,921 | $ | — | $ | 57,731 | $ | 11,790 | $ | 16,798 | $ | 160,582 | $ | — | $ | 2,219,762 | ||||||||||||||||||||||
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