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Reverse Recapitalization
3 Months Ended
Mar. 31, 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 three months ended March 31, 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
     27,600,000  
CCAC Class B Ordinary Shares, outstanding prior to Business Combination
     6,900,000  
Less: redemption of CCAC Class A Ordinary Shares
     (26,267,796
Shares issued from PIPE Financing
     3,695,000  
    
 
 
 
Total Shares from Business Combination and PIPE Financing
     11,927,204  
Legacy Quanergy shares
(1)
     71,485,143  
    
 
 
 
Total shares of common stock immediately after Business Combination
     83,412,347  
    
 
 
 
 
(1)
The number of Legacy Quanergy shares was determined as follows:
 
    
Quanergy

shares
    
Quanergy
shares,

effected for

Exchange

Ratio
 
 
 
 
Balance at December 31, 2020
     4,696,352        18,221,534  
Recapitalization applied to Convertible Preferred Stock outstanding at December 31, 2020
     7,695,112        37,548,022  
Shares issued upon exercise of options - 2021
     20,000        77,595  
Shares issued upon exercise of common stock warrants - 2021
     2,324        9,016  
Issuance of restricted stock awards
     300,000        1,163,984  
Conversion of 2023 Notes
(2)
     3,728,147        14,464,992  
             
 
 
 
Total
              71,485,143  
             
 
 
 
 
(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.