8-K

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

EX-99.1

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

XML

Document and Entity Information	Oct. 19, 2023
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Oct. 19, 2023
Entity Registrant Name	Quanergy Systems, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-39222
Entity Tax Identification Number	88-0535845
Entity Address Address Line 1	c/o SierraConstellation Partners, LLC
Entity Address Address Line 2	355 S. Grand Avenue
Entity Address Address Line 3	Suite 1450
Entity Address City Or Town	Los Angeles
Entity Address State Or Province	CA
Entity Address Postal Zip Code	90071
City Area Code	408
Local Phone Number	245-9500
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Flag	false
Entity Central Index Key	0001794621
Common Stock 0.0001 Par Value Per Share 2 [Member]
Entity Information [Line Items]
Security 12b Title	Common Stock, $0.0001 par value per share
Trading Symbol	QNGYQ
Security Exchange Name	NONE
Warrants Each Whole Warrant Exercisable for One Share of Common Stock at an Exercise Price of 230.00 Per Share [Member]
Entity Information [Line Items]
Security 12b Title	Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $230.00 per share
Trading Symbol	QNGWQ
Security Exchange Name	NONE