Exhibit 99.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
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(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:
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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 on which registered | ||
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 August 21, 2023, the Company filed its monthly operating report with the United States Bankruptcy Court for the period beginning July 01, 2023 and ending July 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 July 01, 2023 through July 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: August 23, 2023 | By: | /s/ Patrick Archambault | ||||
| Patrick Archambault Chief Financial Officer | ||||||
Exhibit 99.1
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 May MOR
For the period July 1, 2023 through July 31, 2023
| Page # | Table of Contents | |
| 3 |
Statement of Cash Receipts and Disbursements | |
| 4 |
Balance Sheet for period ending July 31, 2023 | |
| 5 |
Statement of Operations | |
| 6 |
Accounts Receivable as of July 31, 2023 | |
| 7 |
Post-petition Accounts Payable as of July 31, 2023 | |
| 8 |
Bank Reconciliation | |
| 9 |
Payments Made on Pre-Petition Debt as of July 31, 2023 | |
| 10 |
Payments to Insiders | |
| 11 |
Payments to Professionals as of July 31, 2023 |
2
Quanergy Systems, Inc.
Statement of Cash Receipts and Disbursements
($ in USD)
| 7/1-7/31 | ||||
| Beginning Cash Balance |
$ | 6,639,011 | ||
| Receipts |
||||
| Advisory and Tax Refunds |
$ | 15,714 | ||
| NewCo Prefunding |
77,645 | |||
|
|
|
|||
| Total Receipts |
$ | 93,359 | ||
| Operating Disbursements |
||||
| Prefunded NewCo Payments |
$ | 68,475 | ||
| AP |
74,042 | |||
| Other |
2,618 | |||
|
|
|
|||
| Total Operating Disbursements |
$ | 145,135 | ||
|
|
|
|||
| Operating Cash Flow |
$ | (51,776 | ) | |
|
|
|
|||
| Restructuring Related |
||||
| Professional fees |
$ | 11,790 | ||
| UST fees |
3,347 | |||
|
|
|
|||
| Total Restructuring Related |
$ | 15,137 | ||
|
|
|
|||
| Net Cash Flow |
$ | (66,913 | ) | |
|
|
|
|||
| Ending Cash Balance |
$ | 6,572,098 | ||
3
Quanergy Systems, Inc.
Balance Sheet for period ending July 31, 2023
($ in USD)
| 7/31/2023 | ||||
| Assets |
||||
| Current Assets: |
||||
| Cash and cash equivalents |
$ | 6,572,098 | ||
| Restricted cash |
70,000 | |||
| Accounts receivable, net of allowance for doubtful accounts |
293,034 | |||
| Prepaid business insurance and D&O |
3,647,140 | |||
| Prepaid expenses and other current assets |
736,890 | |||
|
|
|
|||
| Total Current Assets |
$ | 11,319,162 | ||
| Operating lease assets |
$ | 478,156 | ||
| Other long-term assets |
229,031 | |||
|
|
|
|||
| Total Assets |
$ | 12,026,349 | ||
|
|
|
|||
| Liabilities and Stockholders’ Equity |
||||
| Current Liabilities: |
||||
| Accounts payable |
$ | 6,249,032 | ||
| Accrued expenses |
1,626,724 | |||
| Accrued liabilities |
9,897,864 | |||
| Accrued liabilities (Post petition) |
178,557 | |||
| Professional fees (Post petition) |
4,566,523 | |||
| Other current liabilities |
954,592 | |||
|
|
|
|||
| Total Current Liabilities |
$ | 23,473,292 | ||
| Operating lease liabilities |
$ | 478,156 | ||
| Other long-term liabilities |
9,744,384 | |||
|
|
|
|||
| Total Liabilities |
$ | 33,695,832 | ||
| Total Stockholders’ equity |
$ | (21,669,483 | ) | |
|
|
|
|||
| Total Liabilities and Stockholders’ Equity |
$ | 12,026,349 | ||
|
|
|
|||
4
Quanergy Systems, Inc.
Statement of Operations
($ in USD)
| 7/1 - 7/31 | ||||
| Revenue |
$ | — | ||
| Cost of sales |
— | |||
|
|
|
|||
| Gross Margin |
$ | — | ||
| Selling expenses |
$ | 16,315 | ||
| General and administrative |
128,594 | |||
| Restructuring expenses |
379,853 | |||
| Other operating expenses |
(9,936 | ) | ||
|
|
|
|||
| Income (loss) from operations |
$ | (514,826 | ) | |
| Other income: |
||||
| Interest income |
$ | — | ||
| Loss on asset sale |
— | |||
|
|
|
|||
| Income (loss) before income taxes |
$ | (514,826 | ) | |
| Income tax |
$ | — | ||
|
|
|
|||
| Net Income (loss) |
$ | (514,826 | ) | |
5
Quanergy Systems, Inc.
Accounts Receivable as of July 31, 2023
($ in USD)
| 7/31/2023 | ||||
| Accounts Receivable Reconciliation |
||||
| Total Accounts Receivable at the beginning of the reporting period |
$ | 839,824 | ||
| + Amounts billed during the period |
— | |||
| - Amounts collected during the period |
— | |||
| - Amounts written off as uncollectible during the period |
(46,575 | ) | ||
|
|
|
|||
| Total Accounts Receivable at the end of the reporting period |
$ | 793,249 | ||
| 7/31/2023 | ||||
| Accounts Receivable Aging |
||||
| Current |
$ | — | ||
| 1-30 Days Past Due |
— | |||
| 31-60 Days Past Due |
— | |||
| 61-90 Days Past Due |
— | |||
| 91+ Days Past Due |
793,249 | |||
|
|
|
|||
| Total |
$ | 793,249 | ||
6
Quanergy Systems, Inc.
Post-petition Accounts Payable Aging as of July 31, 2023
($ in USD)
| 7/31/2023 | ||||
| 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 | $ | 1,959,464 | $ | (265 | ) | $ | 1,959,199 | ||||||
| Negative adjustment of $265 due to check (#12639) made to CoWay USA Inc. | ||||||||||||||
| 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 | $ | 4,604,899 | $ | — | $ | 4,604,899 | |||||||
| 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 July 31, 2023
($ in USD)
| Payee Name | Date | Amount | Description | |||||||||
| $ | — | |||||||||||
|
|
|
|||||||||||
| Total |
$ | — | ||||||||||
9
Quanergy Systems, Inc.
Payments to Insiders (7/1/2023 - 7/31/2023)
($ in USD)
| as of | Description | Amount | ||||
| 7/31/2023 |
Salary, benefits & consulting | $ | 24,167 | |||
10
Quanergy Systems, Inc.
Payments to Professionals as of July 31, 2023
($ in USD)
| Professional Firm | Date | Amount | Description | |||||||
| Stretto |
7/26/2023 | $ | 11,790 | Professional fees for services rendered from June 1, 2023 - June 30, 2023 | ||||||
|
|
|
|||||||||
| Total |
$ | 11,790 | Total professional fees paid in current month | |||||||
11