Filed Pursuant to Rule 424(b)(3)

Registration No. 333-264238

PROSPECTUS SUPPLEMENT NO. 23

(To the Prospectus dated May 13, 2022)

Up to 21,320,000 Shares of Common Stock Issuable Upon Exercise of Warrants

Up to 57,538,996 Shares of Common Stock

Up to 7,520,000 Warrants to Purchase 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. 333-264238). 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 September 25, 2023 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.

The Prospectus and this prospectus supplement relate to the issuance by us of an aggregate of up to 21,320,000 shares of our common stock, $0.0001 par value per share (the “Common Stock”), consisting of (i) 7,520,000 shares of Common Stock issuable upon the exercise of 7,520,000 warrants (the “Private Warrants”) originally issued in a private placement to CITIC Capital Acquisition Corp. (“CCAC”) in connection with the initial public offering of CCAC and (ii) 13,800,000 shares of Common Stock issuable upon the exercise of 13,800,000 warrants (the “Public Warrants” and, together with the Private Warrants, the “Warrants”) originally issued in the initial public offering of CCAC.

The Prospectus and this prospectus supplement also relate to the offer and sale from time to time by the selling securityholders named in the Prospectus or their permitted transferees (the “selling securityholders”) of (i) up to 57,538,996 shares of Common Stock consisting of (a) 3,695,000 shares of Common Stock purchased by subscripts for $10.00 per share in a private placement pursuant to subscription agreements entered into in connection with the Business Combination (as defined in the Prospectus), (b) 7,520,000 shares of Common Stock issuable upon exercise of the Private Warrants which have an exercise price equal to $11.50 per share, (c) 6,900,000 shares of Common Stock originally issued to CCAC for approximately $0.004 per share, (d) 34,422,480 shares of Common Stock issued in connection with the Business Combination (as defined in the Prospectus) as merger consideration at an acquiror share value of $10.00 per share, (e) 197,875 shares held by Tomoyuki Izuhara pursuant to the exercise of options to purchase Common Stock at exercise prices ranging from $0.36 to $4.29 per share, and (f) 4,803,641 shares of Common Stock issued pursuant to the Share Issuance Agreements (as defined in the Prospectus), at a deemed per share price of $1.9841, and (ii) up to 7,520,000 Private Warrants.

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 September 25, 2023, the last reported sales price of our common stock on the over-the-counter market was $0.02 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 September 26, 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): September 20, 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 September 20, 2023, the Company filed its monthly operating report with the United States Bankruptcy Court for the period beginning August 01, 2023 and ending August 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 Number		Description
99.1		Monthly Operating Report, for the period covering August 01, 2023 through August 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: September 25, 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: 08/31/2023				Petition Date: 12/13/2022
Months Pending: 9				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
09/20/2023
Date						Young Conaway Stargatt & Taylor, LLP
						100 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		$	6,572,098
b.		Total receipts (net of transfers between accounts)		$	287,669			$	5,437,802
c.		Total disbursements (net of transfers between accounts)		$	355,788			$	8,035,675
d.		Cash balance end of month (a+b-c)		$	6,503,979
e.		Disbursements made by third party for the benefit of the estate		$	0			$	0
f.		Total disbursements for quarterly fee calculation (c+e)		$	355,788			$	8,035,675
Part 2: Asset and Liability Status (Not generally applicable to Individual Debtors. See Instructions.)				Current Month
a.		Accounts receivable (total net of allowance)		$	114,615
b.		Accounts receivable over 90 days outstanding (net of allowance)		$	114,615
c.		Inventory ( Book ☐  Market ☐ Other ☒ (attach explanation))		$	0
d		Total current assets		$	11,014,011
e.		Total assets		$	11,243,042
f.		Postpetition payables (excluding taxes)		$	123,829
g.		Postpetition payables past due (excluding taxes)		$	0
h.		Postpetition taxes payable		$	0
i.		Postpetition taxes past due		$	0
j.		Total postpetition debt (f+h)		$	123,829
k.		Prepetition secured debt		$	0
l.		Prepetition priority debt		$	3,794
m.		Prepetition unsecured debt		$	33,668,119
n.		Total liabilities (debt) (j+k+l+m)		$	33,795,742
o.		Ending equity/net worth (e-n)		$	-22,552,700
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
b.		Total payments to third parties incident to assets being sold/transferred outside the ordinary course of business		$	0			$	625,000
c.		Net cash proceeds from assets sold/transferred outside the ordinary course of business (a-b)		$	0			$	2,525,000
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
b.		Cost of goods sold (inclusive of depreciation, if applicable)		$	0
c.		Gross profit (a-b)		$	0
d.		Selling expenses		$	26,765
e.		General and administrative expenses		$	614,723
f.		Other expenses		$	-97,943
g.		Depreciation and/or amortization (not included in 4b)		$	0
h.		Interest		$	0
i.		Taxes (local, state, and federal)		$	0
j.		Reorganization items		$	339,672
k.		Profit (loss)		$	-883,217			$	-36,020,016

 

 

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						$	14,340			$	2,711,256			$	0			$	1,750,366
		Itemized Breakdown by Firm
				Firm Name		Role
		i		Raymond James		Financial Professional		$	0			$	250,000			$	0			$	250,000
		ii		Cooley LLP		Lead Counsel		$	0			$	753,219			$	0			$	602,993
		iii		Young Conaway Stargatt Taylo		Co-Counsel		$	0			$	482,278			$	0			$	388,807
		iv		FTI		Financial Professional		$	0			$	556,113			$	0			$	444,891
		v		Stretto		Other		$	0			$	8,239			$	0			$	4,401
		vi		Seward & Kissel		Other		$	14,340			$	511,325			$	0			$	0
		vii		Sierra Constellation Partners		Other		$	0			$	150,082			$	0			$	59,274
		viii
		ix
		x
		xi
		xii
		xiii
		xiv
		xv
		xvi
		xvii
		xviii
		xix
		xx
		xxi
		xxii
		xxiii
		xxiv
		xxv
		xxvi
		xxvii
		xxviii
		xxix
		xxx
		xxxi
		xxxii
		xxxiii
		xxxiv
		xxxv
		xxxvi

 

UST Form 11-MOR (12/01/2021)		3

Debtor's Name  Quanergy Systems, Inc.		Case No.  22-11305

 

xxxvii

xxxviii

xxxix

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xlii

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l

li

lii

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lxxvi

lxxvii

lxxviii

 

UST Form 11-MOR (12/01/2021)		4

Debtor's Name  Quanergy Systems, Inc.		Case No.  22-11305

 

lxxix

lxxx

lxxxi

lxxxii

lxxxiii

lxxxiv

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lxxxvii

lxxxviii

lxxxix

xc

xci

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xciii

xciv

xcv

xcvi

xcvii

xcviii

xcix

c

ci

 

Approved Current Month

Approved Cumulative

Paid Current Month

Paid Cumulative

b.

Debtor’s professional fees & expenses (nonbankruptcy) Aggregate Total

Itemized Breakdown by Firm

Firm Name

Role

i

ii

iii

iv

v

vi

vii

viii

ix

x

xi

xii

xiii

xiv

 

UST Form 11-MOR (12/01/2021)		5

Debtor's Name  Quanergy Systems, Inc.		Case No.  22-11305

 

xv

xvi

xvii

xviii

xix

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xxi

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xxix

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xxxix

xl

xli

xlii

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xlv

xlvi

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xlviii

xlix

l

li

lii

liii

liv

lv

lvi

 

UST Form 11-MOR (12/01/2021)		6

Debtor's Name  Quanergy Systems, Inc.		Case No.  22-11305

 

lvii

lviii

lix

lx

lxi

lxii

lxiii

lxiv

lxv

lxvi

lxvii

lxviii

lxix

lxx

lxxi

lxxii

lxxiii

lxxiv

lxxv

lxxvi

lxxvii

lxxviii

lxxix

lxxx

lxxxi

lxxxii

lxxxiii

lxxxiv

lxxxv

lxxxvi

lxxxvii

lxxxviii

lxxxix

xc

xci

xcii

xciii

xciv

xcv

xcvi

xcvii

xcviii

xcix

c

c.

All professional fees and expenses (debtor & committees)

 

UST Form 11-MOR (12/01/2021)		7

Debtor's Name  Quanergy Systems, Inc.		Case No.  22-11305

 

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
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 ☐

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 ☐

 

UST Form 11-MOR (12/01/2021)		8