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Reverse Recapitalization
9 Months Ended
Sep. 30, 2022
Reverse Recapitalization [Abstract]  
Reverse Recapitalization

(2) Reverse Recapitalization

The Business Combination was accounted for as a reverse recapitalization for financial accounting and reporting purposes. Accordingly, Legacy Quanergy was deemed the accounting acquirer (and legal acquiree) and CCAC was treated as the accounting acquiree (and legal acquirer). Under this method of accounting, the reverse recapitalization was treated as the equivalent of Legacy Quanergy issuing stock for the net assets of CCAC, accompanied by a recapitalization. The net assets of CCAC are reflected at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities, and results of operations prior to the Business Combination are those of Legacy Quanergy. The shares and corresponding capital amounts and earnings per share available for common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the Exchange Ratio.

Upon the closing of the Business Combination and the PIPE Financing, the Company received net cash proceeds of $43.8 million. The following table reconciles the elements of the Business Combination to the condensed consolidated statements of cash flows and the condensed consolidated statements of stockholders’ equity for the nine months ended September 30, 2022 (in thousands):

 

Cash - CCAC’s trust and cash (net of redemption)

 

$

13,414

 

Cash - PIPE

 

 

36,950

 

Less: transaction costs and advisory fees paid

 

 

(6,609

)

Net cash from Business Combination and PIPE Financing

 

 

43,755

 

Less non-cash net liabilities assumed from CCAC

 

 

(15,955

)

Net contributions from Business Combination and PIPE Financing

 

$

27,800

 

 

The number of shares of common stock issued immediately following the consummation of the Business Combination were:

 

CCAC Class A Ordinary Shares, outstanding prior to Business Combination

 

 

1,380,000

 

CCAC Class B Ordinary Shares, outstanding prior to Business Combination

 

 

345,000

 

Less: redemption of CCAC Class A Ordinary Shares

 

 

(1,313,390

)

Shares issued from PIPE Financing

 

 

184,750

 

Total Shares from Business Combination and PIPE Financing

 

 

596,360

 

Legacy Quanergy shares(1)

 

 

3,574,099

 

Total shares of common stock immediately after Business Combination

 

 

4,170,459

 

 

(1) The number of Legacy Quanergy shares was determined as follows:

 

 

Quanergy
shares

 

Quanergy
shares,
effected for
Exchange
Ratio

Balance at December 31, 2020

 

234,785

 

911,017

Recapitalization applied to Convertible Preferred Stock outstanding at December 31, 2020

 

7,695,112

 

1,877,334

Shares issued upon exercise of options - 2021

 

999

 

3,878

Shares issued upon exercise of common stock warrants - 2021

 

115

 

448

Issuance of restricted stock awards

 

14,999

 

58,199

Conversion of 2023 Notes(2)

 

186,380

 

723,223

Total

 

 

 

3,574,099

 

 

(2) The 2023 Notes convert into shares of common stock of Quanergy at the rate consistent with the terms of note agreement.

In connection with the Business Combination, the Company incurred direct and incremental costs of approximately $12.5 million related to legal, accounting, and other professional fees, which were offset against the Company’s additional paid-in capital. The Company repaid $9.5 million of acquisition-related fees in shares of the combined company.