Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 10, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | QUANERGY SYSTEMS, INC. | |
Entity Central Index Key | 0001794621 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | true | |
Entity File Number | 001-39222 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 88-0535845 | |
Entity Address, Address Line One | 433 Lakeside Drive | |
Entity Address, City or Town | Sunnyvale | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94085 | |
City Area Code | 408 | |
Local Phone Number | 245-9500 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | QNGY | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 16,164,406 | |
Warrant [Member] | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $230.00 per share | |
Trading Symbol | QNGY WS | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 7,064 | $ 26,106 |
Restricted cash | 70 | 70 |
Accounts receivable, net of allowance for doubtful accounts of $224 at September 30, 2022 and December 31, 2021 | 2,700 | 645 |
Inventory | 5,593 | 3,242 |
Prepaid expenses and other current assets (includes related party assets of $8,801 at September 30, 2022) | 10,709 | 1,138 |
Total current assets | 26,136 | 31,201 |
Property and equipment, net | 1,664 | 1,908 |
Other long-term assets (includes related party assets of $8,557 at September 30, 2022) | 12,575 | 3,539 |
Total assets | 40,375 | 36,648 |
Current liabilities | ||
Accounts payable | 5,556 | 2,375 |
Accrued expenses | 4,153 | 2,435 |
Accrued settlement liability | 2,750 | 2,500 |
Other current liabilities | 5,793 | 737 |
Short-term debt | 0 | 34,311 |
Related party payable | 1,070 | 0 |
Total current liabilities | 19,322 | 42,358 |
Long-term debt | 0 | 16,153 |
Long-term debt - related party | 0 | 16,670 |
Derivative liability | 241 | 26,017 |
Other long-term liabilities | 9,335 | 803 |
Total liabilities | 28,898 | 102,001 |
Commitments and contingencies | ||
Stockholders' equity / (deficit): | ||
Common stock, $0.0001 par value. 300,000,000 and 4,003,595 shares authorized as of September 30, 2022 and December 31, 2021, respectively; 7,077,402 and 2,850,876 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively. | 1 | 0 |
Additional paid-in capital | 467,185 | 242,305 |
Accumulated other comprehensive loss | (104) | (61) |
Accumulated deficit | (455,605) | (307,597) |
Total stockholders' equity / (deficit) | 11,477 | (65,353) |
Total liabilities and stockholders' equity / (deficit) | $ 40,375 | $ 36,648 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Related party assets | $ 8,801 | $ 0 |
Other Long-Term assets | $ 8,557 | |
Common shares, par value | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 300,000,000 | 4,003,595 |
Common shares, shares issued | 7,077,402 | 2,850,876 |
Common shares, shares outstanding | 7,077,402 | 2,850,876 |
Accounts receivable, allowance for credit loss, current | $ 224 | $ 224 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Net sales | $ 2,324 | $ 1,137 | $ 4,880 | $ 2,425 |
Cost of goods sold | 2,491 | 988 | 6,797 | 2,245 |
Gross profit (loss) | (167) | 149 | (1,917) | 180 |
Operating expenses: | ||||
Research and development | 6,504 | 3,953 | 25,769 | 12,050 |
Sales and marketing | 3,738 | 1,913 | 15,026 | 5,881 |
General and administrative | 6,839 | 3,950 | 54,850 | 13,142 |
Operating expenses | 17,081 | 9,816 | 95,645 | 31,073 |
Loss from operations | (17,248) | (9,667) | (97,562) | (30,893) |
Other income (expense): | ||||
Interest Income (Expense) Net | (34) | 5,911 | 40,020 | 14,872 |
Other income (expense), net | (438) | (3,416) | (10,420) | (8,400) |
Loss before income taxes | (17,652) | (18,994) | (148,002) | (54,165) |
Income tax provision | 0 | (5) | (6) | (15) |
Net loss | $ (17,652) | $ (18,999) | $ (148,008) | $ (54,180) |
Net loss attributable per share to common stockholders - basic | $ (2.59) | $ (5.49) | $ (25.55) | $ (16.32) |
Net loss attributable per share to common stockholders - diluted | $ (2.59) | $ (5.49) | $ (25.55) | $ (16.32) |
Weighted-average shares used to compute net loss attributable per share to common stockholders - basic | 6,824,212 | 3,463,403 | 5,793,554 | 3,320,498 |
Weighted-average shares used to compute net loss attributable per share to common stockholders - diluted | 6,824,212 | 3,463,403 | 5,793,554 | 3,320,498 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Net loss | $ (17,652) | $ (18,999) | $ (148,008) | $ (54,180) |
Other comprehensive loss (net of tax): | ||||
Foreign currency translation loss | (25) | (6) | (43) | (12) |
Comprehensive loss | $ (17,677) | $ (19,005) | $ (148,051) | $ (54,192) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholder's Equity / (Deficit) - USD ($) $ in Thousands | Total | Previously Reported [Member] | Revision of Prior Period, Adjustment [Member] | Preferred Stock [Member] Convertible Preferred Stock [Member] Previously Reported [Member] | Preferred Stock [Member] Convertible Preferred Stock [Member] Revision of Prior Period, Adjustment [Member] | Common Stock [Member] | Common Stock [Member] Previously Reported [Member] | Common Stock [Member] Revision of Prior Period, Adjustment [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Previously Reported [Member] | Additional Paid-in Capital [Member] Revision of Prior Period, Adjustment [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member] Previously Reported [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Other Comprehensive Loss [Member] Previously Reported [Member] |
Beginning balance at Dec. 31, 2020 | $ (35,826) | $ (188,804) | $ 152,978 | $ 152,978 | $ (152,978) | $ 208,288 | $ 55,310 | $ 152,978 | $ (244,053) | $ (244,053) | $ (61) | $ (61) | |||
Beginning balance, shares at Dec. 31, 2020 | 7,695,112 | (7,695,112) | 2,788,351 | 234,785 | 2,553,566 | ||||||||||
Issuance of Restricted Stock Awards ("RSAs") | 563 | 563 | |||||||||||||
Issuance of Restricted Stock Awards ("RSAs"), shares | 58,199 | ||||||||||||||
Stock-based compensation | 1,017 | 1,017 | |||||||||||||
Shares issued upon exercise of options | 74 | 74 | |||||||||||||
Shares issued upon exercise of options, shares | 3,878 | ||||||||||||||
Shares issued upon exercise of common stock warrants | 21,971 | 21,971 | |||||||||||||
Other comprehensive gain (loss) | 5 | 5 | |||||||||||||
Net loss | (14,714) | (14,714) | |||||||||||||
Ending balance at Mar. 31, 2021 | (26,910) | 231,913 | (258,767) | (56) | |||||||||||
Ending balance, shares at Mar. 31, 2021 | 2,850,428 | ||||||||||||||
Beginning balance at Dec. 31, 2020 | (35,826) | (188,804) | 152,978 | $ 152,978 | $ (152,978) | 208,288 | 55,310 | 152,978 | (244,053) | (244,053) | (61) | (61) | |||
Beginning balance, shares at Dec. 31, 2020 | 7,695,112 | (7,695,112) | 2,788,351 | 234,785 | 2,553,566 | ||||||||||
Net loss | (54,180) | ||||||||||||||
Ending balance at Sep. 30, 2021 | (57,319) | 240,987 | (298,233) | (73) | |||||||||||
Ending balance, shares at Sep. 30, 2021 | 2,850,876 | ||||||||||||||
Beginning balance at Mar. 31, 2021 | (26,910) | 231,913 | (258,767) | (56) | |||||||||||
Beginning balance, shares at Mar. 31, 2021 | 2,850,428 | ||||||||||||||
Stock-based compensation | 1,065 | 1,065 | |||||||||||||
Other comprehensive gain (loss) | (11) | (11) | |||||||||||||
Vesting of RSAs | 4,659 | 4,659 | |||||||||||||
Net loss | (20,467) | (20,467) | |||||||||||||
Ending balance at Jun. 30, 2021 | (41,664) | 237,637 | (279,234) | (67) | |||||||||||
Ending balance, shares at Jun. 30, 2021 | 2,850,428 | ||||||||||||||
Stock-based compensation | 994 | 994 | |||||||||||||
Shares issued upon exercise of common stock warrants, shares | 448 | ||||||||||||||
Other comprehensive gain (loss) | (6) | (6) | |||||||||||||
Vesting of RSAs | 2,356 | 2,356 | |||||||||||||
Net loss | (18,999) | (18,999) | |||||||||||||
Ending balance at Sep. 30, 2021 | (57,319) | 240,987 | (298,233) | (73) | |||||||||||
Ending balance, shares at Sep. 30, 2021 | 2,850,876 | ||||||||||||||
Beginning balance at Dec. 31, 2021 | (65,353) | (218,331) | 152,978 | $ 152,978 | $ (152,978) | 242,305 | 89,327 | 152,978 | (307,597) | (307,597) | (61) | (61) | |||
Beginning balance, shares at Dec. 31, 2021 | 7,695,112 | (7,695,112) | 2,850,876 | 250,898 | 2,599,978 | ||||||||||
Conversion of 2023 Notes into common stock | 101,978 | 101,978 | |||||||||||||
Conversion of 2023 Notes into common stock, Shares | 723,223 | ||||||||||||||
Issuance of common stock upon the reverse capitalization, net of offering costs | (9,150) | (9,150) | |||||||||||||
Issuance of common stock upon the reverse capitalization, net of offering costs, Shares | 411,610 | ||||||||||||||
Offering cost in connection with Business Combination and PIPE financing | (12,450) | (12,450) | |||||||||||||
Cash - PIPE | 36,950 | 36,950 | |||||||||||||
Stock Issued During Period, PIPE Shares, New Issues | 184,750 | ||||||||||||||
Subsequent issuance of shares for offering costs incurred in connection with Business Combination and PIPE financing | 9,531 | 9,531 | |||||||||||||
Subsequent issuance of shares for offering costs incurred in connection with Business Combination and PIPE financing, shares | 240,182 | ||||||||||||||
Issuance of common stock upon vesting of RSUs, shares | 358,776 | ||||||||||||||
Issuance of common stock warrants | 17,602 | 17,602 | |||||||||||||
Stock-based compensation | 51,561 | 51,561 | |||||||||||||
Shares issued upon exercise of options | 58 | 58 | |||||||||||||
Shares issued upon exercise of options, shares | 9,892 | ||||||||||||||
Shares issued upon exercise of common stock warrants | 29 | 29 | |||||||||||||
Shares issued upon exercise of common stock warrants, shares | 145,379 | ||||||||||||||
Other comprehensive gain (loss) | (11) | (11) | |||||||||||||
Net loss | (104,682) | (104,682) | |||||||||||||
Ending balance at Mar. 31, 2022 | 26,063 | 438,414 | (412,279) | (72) | |||||||||||
Ending balance, shares at Mar. 31, 2022 | 4,924,688 | ||||||||||||||
Beginning balance at Dec. 31, 2021 | (65,353) | $ (218,331) | $ 152,978 | $ 152,978 | $ (152,978) | 242,305 | $ 89,327 | $ 152,978 | (307,597) | $ (307,597) | (61) | $ (61) | |||
Beginning balance, shares at Dec. 31, 2021 | 7,695,112 | (7,695,112) | 2,850,876 | 250,898 | 2,599,978 | ||||||||||
Cash - PIPE | $ 36,950 | ||||||||||||||
Shares issued upon exercise of options, shares | 14,741 | ||||||||||||||
Net loss | $ (148,008) | ||||||||||||||
Ending balance at Sep. 30, 2022 | 11,477 | $ 1 | 467,185 | (455,605) | (104) | ||||||||||
Ending balance, shares at Sep. 30, 2022 | 7,077,402 | ||||||||||||||
Beginning balance at Mar. 31, 2022 | 26,063 | 438,414 | (412,279) | (72) | |||||||||||
Beginning balance, shares at Mar. 31, 2022 | 4,924,688 | ||||||||||||||
Issuance of common stock upon vesting of RSUs, shares | 34,961 | ||||||||||||||
Stock-based compensation | 5,006 | 5,006 | |||||||||||||
Shares issued upon exercise of common stock warrants | 41 | 41 | |||||||||||||
Shares issued upon exercise of common stock warrants, shares | 206,610 | ||||||||||||||
Other comprehensive gain (loss) | (7) | (7) | |||||||||||||
Shares issued upon draw down of GEM agreement, shares | 1,314,159 | ||||||||||||||
Shares issued upon draw down of GEM agreement | 19,379 | $ 1 | 19,378 | ||||||||||||
Net loss | (25,674) | (25,674) | |||||||||||||
Ending balance at Jun. 30, 2022 | 24,808 | $ 1 | 462,839 | (437,953) | (79) | ||||||||||
Ending balance, shares at Jun. 30, 2022 | 6,480,418 | ||||||||||||||
Issuance of common stock upon vesting of RSUs, shares | 43,369 | ||||||||||||||
Stock-based compensation | 4,708 | 4,708 | |||||||||||||
Shares issued upon exercise of options | 15 | 15 | |||||||||||||
Shares issued upon exercise of options, shares | 4,849 | ||||||||||||||
Shares issued to GEM in exchange for funding Shares | 600,000 | ||||||||||||||
Shares returned to Quanergy on settlement of GEM funding Amount | (377) | 377 | |||||||||||||
Shares returned to Quanergy on settlement of GEM funding Shares | 56,729 | ||||||||||||||
Shares issued upon exercise of common stock warrants, shares | 5,495 | ||||||||||||||
Other comprehensive gain (loss) | (25) | (25) | |||||||||||||
Net loss | (17,652) | (17,652) | |||||||||||||
Ending balance at Sep. 30, 2022 | $ 11,477 | $ 1 | $ 467,185 | $ (455,605) | $ (104) | ||||||||||
Ending balance, shares at Sep. 30, 2022 | 7,077,402 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (148,008) | $ (54,180) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 61,520 | 10,654 |
Non-cash interest expense | 40,071 | 14,641 |
Change in fair value of derivative liabilities | 771 | 10,916 |
Change in fair value of share-settled forward asset | 9,649 | 0 |
Non-cash bonus expense | 2,310 | 0 |
Depreciation and amortization | 697 | 720 |
Non-cash lease expense | 446 | 0 |
Paid-in-kind interest and accrued interest on repayment of 2022 Notes | (9,341) | 0 |
Gain on extinguishment of debt | 0 | (2,515) |
Other | 0 | (69) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,055) | (80) |
Inventory | (2,351) | 958 |
Prepaid expenses and other current assets | (769) | 123 |
Other long-term assets | (461) | (2,717) |
Accounts payable | 2,916 | 192 |
Accrued expenses | (22) | (290) |
Accrued settlement liability | 250 | 0 |
Other current liabilities | (661) | (41) |
Other long-term liabilities | 87 | (360) |
Net cash used in operating activities | (44,951) | (22,048) |
Cash flows from investing activities | ||
Purchases of property and equipment | (454) | (18) |
Net cash used in investing activities | (454) | (18) |
Cash flows from financing activities | ||
Related party proceeds from PIPE financing | 36,950 | 0 |
Proceeds from Business Combination and PIPE financing | 13,414 | 0 |
Proceeds from draw down on GEM Agreement | 9,900 | 0 |
Payments of offering costs | (8,188) | 0 |
Repayment of 2022 Notes | (25,813) | 0 |
Proceeds from exercise of stock options | 73 | 74 |
Proceeds from exercise of common stock warrants | 70 | 0 |
Proceeds from issuance of convertible notes | 0 | 37,130 |
Proceeds from issuance of convertible notes to related parties | 0 | 11,475 |
Net cash provided by financing activities | 26,406 | 48,679 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (43) | (12) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (19,042) | 26,601 |
Cash, cash equivalents and restricted cash at beginning of period | 26,176 | 7,668 |
Cash, cash equivalents and restricted cash at end of period | 7,134 | 34,269 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the period for interest | 9,326 | 289 |
Supplemental schedule of noncash investing and financing activities: | ||
Conversion of redeemable convertible preferred stock to common stock | 152,978 | 0 |
Conversion of 2023 Notes into equity | 101,978 | 0 |
Issuance of common stock warrants | 17,602 | 21,970 |
Assumption of net liabilities from Business Combination | 15,956 | 0 |
Issuance of share-settled forward asset | 10,027 | 0 |
Offering costs paid in common stock | 9,531 | 0 |
GEM commitment fee | 2,500 | 0 |
Operating leases | 1,113 | |
Fair value of debt derivative liabilities related to issuance of convertible notes | $ 0 | $ 17,540 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | (1) Basis of Presentation and Summary of Significant Accounting Policies Description of Business Quanergy Systems, Inc. (the “Company” or “Quanergy”) formerly known as CITIC Capital Acquisition Corp., designs, develops and produces Light Detection and Ranging (“LiDAR”) sensors and is a leader in 3D sensing that delivers robust and intelligent real-time 3D object detection and classification solutions. CITIC Capital Acquisition Corp. (“CCAC”), the Company’s predecessor, was incorporated as a Cayman Islands exempted special purpose acquisition company. On February 7, 2022, CCAC effectuated the change of the Company’s jurisdiction of incorporation to the state of Delaware. Accordingly, each of CCAC’s issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares automatically converted on a one-for-one basis, into shares of common stock of the CCAC (“Common Stock”). Similarly, all of CCAC’s outstanding warrants became warrants to acquire shares of the Company’s common stock, and no other changes were made to the terms of any outstanding warrants. Business Combination On February 8, 2022 (the “Closing Date” or “Closing”), the Company consummated the business combination (the “Business Combination”) pursuant to the terms of the Agreement and Plan of Merger, dated as of June 21, 2021 (as amended, the “Merger Agreement”), by and among CCAC, CITIC Capital Merger Sub Inc. (“Merger Sub”), and Quanergy Systems, Inc. (when referred to in its pre-Business Combination (as defined below) capacity, “Legacy Quanergy”). Pursuant to the terms of the Merger Agreement, the Business Combination between the Company and Legacy Quanergy was effected through the merger of Merger Sub with and into Legacy Quanergy, with Legacy Quanergy continuing as the surviving corporation and a wholly-owned subsidiary of the Company. On the Closing Date, the registrant changed its name from CITIC Capital Acquisition Corp. to Quanergy Systems, Inc. On January 28, 2022, Legacy Quanergy changed its corporate name to Quanergy Perception Technologies, Inc. In connection with the Business Combination, holders of 1,343,390 of CCAC’s Class A Ordinary Shares, or approximately 97.3 % of the shares with redemption rights, exercised their right to redeem their shares for cash at a redemption price of approximately $ 201.36 per share, for an aggregate redemption amount of $ 270.5 million. On the Closing Date, holders of 30,000 of CCAC’s Class A Ordinary Shares, or approximately 2.2 % of the shares with redemption rights, reversed their prior redemptions, resulting in $ 6.0 million being returned to the trust account established at the consummation of CCAC’s initial public offering prior to the Closing. Pursuant to the terms of the Merger Agreement, at the effective time of the Business Combination: • All outstanding shares of Legacy Quanergy common stock were cancelled and converted into shares of Quanergy using a conversion ratio of 0.1940 (“Exchange Ratio”); • All outstanding shares of Legacy Quanergy convertible preferred stock were cancelled and converted into shares of Quanergy’s common stock (all preferred stock except for Series B and Series C were cancelled and converted using a ratio of 0.1940 ; Series B and Series C were converted using ratios of 0.5771 and 0.7155 , respectively); • All outstanding stock options, Restricted Stock (“RSAs”), Restricted Stock Unit Awards (“RSUs”) and common stock warrants of Legacy Quanergy, whether vested or unvested, were assumed by the Company and converted into stock options, Restricted Stock, Restricted Stock Unit Awards and common stock warrants of Quanergy; • The Note Financing Agreement issued in 2020 (the “2023 Initial Notes) and 2021 (the “Extension Notes”, and together with 2023 Initial Notes, referred to as the “2023 Notes”) converted into shares of Legacy Quanergy common stock, that subsequently converted into shares of common stock of Quanergy at the rate consistent with the terms of the note agreement; • Legacy Quanergy’s indebtedness under the Note Financing Agreement issued in 2018 was paid off; • All outstanding CCAC Class A and Class B Ordinary Shares were cancelled and converted into shares of common stock of Quanergy; • All outstanding warrants of CCAC converted automatically into warrants to purchase Quanergy common stock at a ratio of 1.0 to 1.0 . On the Closing Date, certain investors (the “PIPE Investors”) purchased from the Company an aggregate of 184,750 shares (the “PIPE Shares”) of Common Stock at a price of $ 200.00 per share, for an aggregate purchase price of approximately $ 37.0 million (the “PIPE Financing”), in a private placement pursuant to separate subscription agreements consummated substantially concurrently with the close of the Business Combination. The Company’s common stock and public warrants are now listed on the New York Stock Exchange under the symbols “QNGY” and “QNGY WS”. Trading of these securities has been suspended pending the outcome of a delisting determination made by the staff of NYSE Regulation, which the Company intends to appeal. The Company’s common stock and public warrants are currently traded on the over-the-counter market under the symbols “QNGY” and “QNGYW”, respectively. Unless the context otherwise requires, “we,” “us,” “our,” “Quanergy,” and the “Company” refers to Quanergy Systems, Inc., the combined company and its subsidiaries following the Business Combination. Refer to “Note 2 – Reverse Recapitalization” for further discussion of the Business Combination. Basis of Presentation and Consolidation The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The condensed consolidated financial statements as of September 30, 2022 are unaudited. The condensed consolidated balance sheet as of December 31, 2021, included herein was derived from the audited consolidated financial statements as of that date. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. As such, the information included herein should be read in conjunction with the audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2021, which was included in the Company’s Form S-1/A filed with the Securities and Exchange Commission (“SEC”) on October 24, 2022. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s fiscal year begins on January 1 and ends on December 31. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s balance sheet as of September 30, 2022, the results of operations, including its comprehensive loss, and stockholders’ equity/(deficit) for the three and nine months ended September 30, 2022 and 2021, and the statements of cash flows for the nine months ended September 30, 2022 and 2021. All adjustments are of a normal recurring nature. The results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending December 31, 2022. Summary of Significant Accounting Policies The Company’s significant accounting policies are disclosed in Summary of Significant Accounting Policies in the notes to the audited consolidated financial statements for the fiscal year ended December 31, 2021. Other than the accounting policies discussed below related to the adoption of Accounting Standards Codification (“ASC”) 842, Leases, there has been no material change to the Company’s significant accounting policies during the nine months ended September 30, 2022 . See “Recently Adopted Accounting Pronouncements” and “Note 13 – Leases” related to the adoption of ASC 842. Liquidity and Capital Resources The Company has prepared its condensed consolidated financial statements assuming that the Company will continue as a going concern. The Company has had recurring losses and an accumulated deficit since its inception. The Company obtained additional funding of $ 43.8 million in connection with the Business Combination and effectively settled its outstanding debt balance of $ 106 million, thereby providing the Company with additional future financial flexibility. The Business Combination also gave the Company access to $ 125 million from a previously announced share subscription facility from Global Emerging Markets Group (“GEM”), a Luxembourg-based private alternative investment group. Through September 30, 2022, t he Company has received $ 9.9 million in cash under the facility in exchange for 1.3 million shares of common stock. In October 2022, the Company settled a second draw down under the facility for $ 1.7 million in cash in exchange for 320,000 shares of common stock. As a result of the suspension of trading the Company’s common stock on the NYSE, commencing on November 8, 2022, the Company is not currently able to access the GEM facility. O n November 2, 2022, the Company completed a registered public offering from which it received net proceeds of $ 15.4 million in cash. As part of the public offering, the Company issued and sold 9,800,000 units, each consisting of one share of common stock, and two warrants, each with a term of 5 years to purchase one share of common stock at an exercise price of $ 1.70 per share. See “Note 19 - Subsequent Events” for additional details related to the registered public offering. Should the Company continue to be unable to access the GEM facility, or if the Company is unable to raise additional capital, it would be forced to seek other forms of financing which may not be available in sufficient amounts to fund its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months following the date of issuance of financial statements as of and for the nine months ended September 30, 2022 . These condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. COVID-19 Considerations The extensive impact of the pandemic caused by the novel coronavirus (“COVID-19”) has adversely affected global economic conditions and has contributed to significant volatility in financial markets beginning in early calendar year 2020. The continually evolving pandemic remains uncertain and its future impact on Quanergy will depend on a number of factors, including among others, the continued duration and severity of the spread of COVID-19, emerging variants, vaccine and booster effectiveness, public acceptance of safety protocols, and government measures. The impact of COVID-19 on the Company’s business has lessened slightly in the third quarter of 2022, as evidenced by improved demand conditions and reduced lead time supply constraints; however, the Company continues to experience upward pressures on pricing premiums for component parts utilized in its manufacturing processes. The Company anticipates that the pandemic may continue to impact its operations and financial operating results, and there is uncertainty in the nature and degree of its continued effects over time. Reverse Stock Split On October 3, 2022, the Company held a special meeting of our stockholders wherein our stockholders approved a reverse split of the Company’s outstanding common stock at a ratio in the range of 1-for-10 to 1-for-20 , to be determined at the discretion of our Board of Directors. Following such meeting, our Board of Directors approved a final reverse stock split ratio of 1-for-20. The reverse stock split does not change the par value of the Company’s common and preferred stock or the authorized number of common or preferred stock. All issued and outstanding common stock and related per share amounts contained in the condensed consolidated financial statements and footnotes have been retroactively adjusted to reflect this reverse stock split for all periods presented. The reverse stock split was effected on October 6, 2022. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize leases on the balance sheet and disclose key information about leasing arrangements. The Company adopted ASC 842 on January 1, 2022, using the modified retrospective transition method, which applies the standard as of the adoption date and therefore, the Company has not applied the standard to the comparative prior periods presented in the Company’s condensed consolidated financial statements. The Company elected the following practical expedients: (i) not to reassess prior conclusions on whether any expired or existing contracts are or contain a lease, lease classification, and initial direct costs; (ii) combine lease and non-lease components; and (iii) not to recognize right-of-use (“ROU”) assets or lease liabilities for short term leases, with lease terms of 12 months or less. The Company’s operating leases primarily comprise of office facilities, with the most significant leases relating to corporate headquarters in Sunnyvale, CA. Upon adoption of the new leasing standard on January 1, 2022, the Company recognized ROU assets of $ 0.5 million and lease liabilities of $ 0.5 million. There was no cumulative impact of transition to retained earnings as of the adoption date. The standard did not impact the accompanying condensed consolidated statements of operations and the accompanying condensed consolidated statements of cash flows. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force). This guidance clarifies certain aspects of the current guidance to promote consistency among reporting of an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company adopted the standard on January 1, 2022 and the standard did not impact the accompanying condensed consolidated financial statements. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments, which, together with subsequent amendments, amends the requirement on the measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 is effective for the Company beginning January 1, 2023, with early adoption permitted. The Company is evaluating the effects of adopting this new accounting guidance, including developing models to estimate expected credit losses, designing changes to its related processes and evaluating the effects on the Company’s consolidated financial statements. As the Company's receivables are generally short-term in nature, the timing and amount of credit loss recognized under existing guidance and the new guidance is not expected to materially differ. In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815- 40): Accounting for convertible instruments and contracts in an entity’s own equity. The ASU simplifies accounting for convertible instruments by removing certain separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share for convertible instruments by using the if-converted method. The amendments are effective for the Company beginning January 1, 2024, with early adoption permitted. The Company is currently assessing the impact of this standard on its consolidated financial statements. |
Reverse Recapitalization
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 Quanergy 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. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | (3) Inventory Inventory consisted of the following (in thousands): September 30, 2022 December 31, 2021 Raw materials $ 4,830 $ 2,292 Work in progress 266 578 Finished goods 497 372 Total inventory $ 5,593 $ 3,242 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | (4) Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): September 30, 2022 December 31, 2021 Sensata prepaid services $ 8,801 $ — Prepaid business insurance 1,710 873 Prepaid other 197 265 Total prepaid expenses and other current assets $ 10,709 $ 1,138 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | (5) Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): September 30, 2022 December 31, 2021 Machinery and equipment $ 6,018 $ 5,568 Furniture and fixtures 182 182 Computer equipment 1,011 1,008 Computer software 35 35 Leasehold improvements 349 349 Total property and equipment 7,595 7,142 Less: accumulated depreciation and amortization ( 5,931 ) ( 5,234 ) Total property and equipment, net $ 1,664 $ 1,908 Depreciation and amortization expense for the three and nine months ended September 30, 2022 and 2021 was $ 0.2 million and $ 0.7 million, respectively. |
Other Long-Term Assets
Other Long-Term Assets | 9 Months Ended |
Sep. 30, 2022 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Other Long-term Assets | (6) Other Long-term Assets Other long-term assets consisted of the following (in thousands): September 30, 2022 December 31, 2021 Sensata prepaid services $ 8,557 $ — Deferred costs 2,766 3,403 ROU asset 1,119 — Security deposit 133 136 Total other long-term assets $ 12,575 $ 3,539 |
Other Current Liabilities
Other Current Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Other Liabilities, Current [Abstract] | |
Other Current Liabilities | (7) Other Current Liabilities Other current liabilities consisted of the following (in thousands): September 30, 2022 December 31, 2021 GEM commitment fee $ 2,302 $ — Transaction fees payable 2,000 — Lease liability 1,075 — Restructuring liability 122 293 Customer deposits 200 200 Deferred revenue 94 72 Derivative liability — 172 Total other current liabilities $ 5,793 $ 737 |
Other Long-Term Liabilities
Other Long-Term Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Other Liabilities, Noncurrent [Abstract] | |
Other Long-term Liabilities | (8) Other Long-term Liabilities Other long-term liabilities consisted of the following (in thousands): September 30, 2022 December 31, 2021 Transaction fees payable $ 7,660 $ — Customer deposits 750 750 Deferred revenue 122 4 Other long-term liabilities 759 49 Lease liability 44 — Total other long-term liabilities $ 9,335 $ 803 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | (9) Fair Value Measurements The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: • Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. • Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. • Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. The following table sets forth the Company’s financial assets and liabilities that were measured at fair value, on a recurring basis (in thousands): As of September 30, 2022 Level 1 Level 2 Level 3 Total Financial Assets Cash and cash equivalents Money market funds $ 6,881 $ — $ — $ 6,881 Total assets at fair value $ 6,881 $ — $ — $ 6,881 Financial Liabilities Private placement warrant liability $ — $ 241 $ — $ 241 Total liabilities at fair value $ — $ 241 $ — $ 241 As of December 31, 2021 Level 1 Level 2 Level 3 Total Financial Assets Cash and cash equivalents: Money market funds $ 26,031 $ — $ — $ 26,031 Total assets $ 26,031 $ — $ — $ 26,031 Financial Liabilities Debt derivative liabilities $ — $ — $ 26,189 $ 26,189 Total liabilities $ — $ — $ 26,189 $ 26,189 The fair value of accounts receivable, accounts payable, and accrued expenses approximate their carrying values as of September 30, 2022 and December 31, 2021, due to their short-term nature. The Company records long-term debt and long-term debt due to related parties on an amortized cost basis. At September 30, 2022, Level 2 instruments consist solely of the Company's Private Placement Warrants, for which fair value is determined by using the directly observable market price of the Company's Public Warrants as traded on the New York Stock Exchange. The Company has determined that the market price of its Public Warrants may be used to calculate the fair value of the Private Placement Warrants as the terms and provisions of each are identical except for a redemption feature as further described in “Note 10 - Common Stock”. In prior periods, fair value of the Private Placement Warrants was determined by utilizing a Black Scholes Options Pricing Model which prioritizes unobservable inputs, and thus was characterized within the Level 3 fair value hierarchy. Inputs were based on the estimated fair value of the underlying stock at the valuation measurement date, the remaining contractual term of the warrant, the risk-free interest rates, the expected dividends, and the expected volatility of the price of the Company’s underlying stock. The following table presents the changes in the fair value of the Company's Level 3 instruments for the following periods (in thousands). There were no other transfers between fair value hierarchies for all periods presented: Level 3 Warrant Liabilities Share-settled Forward Fair value at February 8, 2022 $ 3,248 $ — Change in fair value of Private Placement Warrants ( 1,439 ) — Fair value at March 31, 2022 $ 1,808 $ — Change in fair value of Private Placement Warrants ( 1,312 ) — Transfer to Level 2 ( 496 ) — Fair Value at issuance of shares — 10,027 Change in fair value of Share-settled forward — ( 8,956 ) Fair value at June 30, 2022 $ — $ 1,071 Change in fair value of Share-settled forward — ( 693 ) Settlement of Share-settled forward — ( 378 ) Fair value at September 30, 2022 $ — $ — The share-settled forward asset represents the Company's right to a return of a variable number of shares of the Company's common stock as part of its $ 9.9 million draw down agreement with GEM. Prior to settlement of the funding, the fair value of the forward asset was determined to be $ 0.4 million. The fair value of the forward asset was determined by calculating the number of shares to be returned to Quanergy based on the trading price at date of issuance and the average trading price over 40 consecutive trading days, ending July 22, 2022. The GEM draw down of $ 9.9 million was settled on July 25, 2022. See “ Note 10 - Common Stock” for additional information on the GEM Agreement and the share-settled forward. For the three and nine months ended September 30, 2022 , the Company recognized a gain from a decrease in the fair value of the Private Placement Warrants of approximately $ 0.3 million and $ 3.0 million, respectively, presented in other expense, net on the accompanying condensed consolidated statements of operations. For the three and nine months ended September 30, 2022, the Company recognized a loss for the change in fair value of the forward asset of approximately $ 0.7 million and $ 9.6 million, respectively, recorded in other income (expense), net on the condensed consolidated statements of operations. At December 31, 2021, Level 3 instruments consist solely of embedded derivatives in the Company’s convertible notes, which are classified within Level 3 of the fair value hierarchy due to a lack of observable market data. The convertible notes were subsequently derecognized in February 2022 as part of the Business Combination. See “Note 12 – Borrowing Arrangements” for details on the valuation of the embedded derivative in the convertible notes at December 31, 2021. Long-term and short-term debt is reported in the consolidated balance sheets at carrying value, rather than fair value, and is therefore excluded from the disclosure above of financial assets and liabilities measured at fair value within the condensed consolidated financial statements. The fair value of the convertible notes was $ 99.0 million as of December 31, 2021. The carrying value of the convertible notes of $ 105.8 million, net of $ 38.6 million of unamortized debt discount and issuance costs, was recorded as long-term debt totaling $ 16.2 million, long-term debt—related party totaling $ 16.7 million, and short-term debt totaling $ 34.3 million as of December 31, 2021. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Common Stock | (10) Common Stock Shares Authorized and Outstanding As of September 30, 2022 , the Company had authorized a total of 310,000,000 shares for issuance, with 300,000,000 shares designated as common stock and 10,000,000 shares designated as preferred stock. On Closing Date, all outstanding shares of Legacy Quanergy common stock and convertible preferred stock (except Series B and Series C convertible preferred stock) were cancelled and converted into shares of Quanergy using a conversion ratio of 0.1940 in accordance with the terms of the Merger Agreement. Series B and Series C were cancelled and converted using a ratio of 0.5771 and 0.7155 , respectively, in accordance with the terms of the Merger Agreement. There were 4,170,459 shares of common stock outstanding immediately after the consummation of the Business Combination, excluding contingent shares. February 8, 2022 (Closing Date) Preferred Exchange Common Series Seed Convertible Preferred Stock (Legacy Quanergy) 2,231,248 0.1940 432,831 Series Seed-2 Convertible Preferred Stock (Legacy Quanergy) 495,417 0.1940 96,101 Series A Convertible Preferred Stock (Legacy Quanergy) 3,233,871 0.1940 627,352 Series A Plus Convertible Preferred Stock (Legacy Quanergy) 790,500 0.1940 153,352 Series B Convertible Preferred Stock (Legacy Quanergy) 778,839 0.5771 449,474 Series C Convertible Preferred Stock (Legacy Quanergy) 165,237 0.7155 118,224 Total 7,695,112 1,877,334 GEM Agreement In December 2021, CCAC and GEM entered into a Share Purchase Agreement (the “GEM Agreement”) for the Company’s liquidity needs post Business Combination. Under the GEM Agreement, the Company was entitled to draw down up to $ 125 million of gross proceeds, over a three-year period in exchange for shares of the Company’s common stock. The shares of common stock issued in exchange for funding will be determined at a price equal to 90 % of the average closing price of the Company’s common stock over a 30-day period. In exchange for GEM’s commitment to fund, the Company issued to GEM a warrant to purchase common stock of the Company exercisable for up to 2.5 % of the outstanding common stock of the Company on a fully diluted basis as of the Closing for a period of three years (the “GEM Warrant”), which warrant was fair valued at $ 4.0 million at origination of the agreement, and agreed to pay $ 2.5 million in cash or in shares for the GEM commitment fee by the first anniversary of the Closing Date. At September 30, 2022, the Company has $ 2.3 million of unamortized deferred offering costs for the commitment fee remaining in other long-term assets, and a $ 2.3 million commitment fee payable within one year recorded in other current liabilities on the condensed consolidated balance sheet. The Company accounts for the GEM Agreement as an equity-classified purchase put option. The Company determined that the fair value of the purchase put option approximates the fair value of the GEM warrant issued of approximately $ 4.0 million. Accordingly, the purchase put option and the common stock warrants are each reflected within equity in connection with the retrospective recapitalization as of December 31, 2021. In May 2022, the Company drew down $ 9.9 million on the GEM Agreement. In exchange for funding, Quanergy issued 1,314,159 shares of common stock. The number of shares issued represents three times the fair value of funding received by the Company, based on the closing price of the Company’s stock on the date of the funding request. Based on the GEM Agreement, the number of shares of common stock to settle the drawdown of cash is determined by 90 % of the average trading price over a 30 -day trading period (“Committed Draw Down Pricing Period”). If the initial issuance of shares is in excess of the number of shares determined to settle the draw down, GEM would have to return the excess shares to Quanergy. In the event there is a shortfall of shares, Quanergy would have to issue more shares to GEM. Subsequently in July 2022, the Company and GEM agreed to extend the Committed Draw Down Pricing Period to 40 consecutive trading days, ending July 22, 2022. To account for the contingently returnable shares of common stock on settlement of funding, the Company recorded a share-settled forward asset of $ 10.0 million on issuance of shares in prepaid expenses and other current assets on the condensed consolidated balance sheet. Prior to settlement of the funding, the fair value of the forward asset was determined to be $ 0.4 million. The fair value of the forward asset was determined by calculating the number of shares to be returned to Quanergy at date of issuance and as of the settlement date. The number of shares to be returned was calculated based on 90 % of the average trading price for the Committed Draw Down Pricing Period from May 25, 2022 to July 22, 2022. For the three months and nine months ended September 2022, the Company recognized a loss of $ 0.7 million and $ 9.6 million, respectively, as a result of the change in fair value of the forward asset. GEM returned 56,729 shares to the Company on settlement of funding. In August 2022, in accordance with the GEM Agreement, the Company issued an additional 600,000 shares to GEM. This transaction was recorded as a share subscription arrangement with the shares issued to GEM recorded at par value, and the note receivable from GEM recorded as a contra-equity amount. As such, there was no additional impact to equity for the 600,000 shares issued as of September 30, 2022, other than the par value at issuance. Additionally, potentially returnable shares of common stock were determined to be an equity-classified forward asset recorded at fair value within equity of an immaterial amount. Upon settlement on October 3, 2022, GEM provided $ 1.7 million in cash consideration and returned 280,000 shares of common stock to the Company. As a result of the suspension of trading of the Company’s common stock on the NYSE, commencing November 8, 2022, the Company is currently not able to access the GEM facility. Common Stock Warrants As of September 30, 2022, the Company had the following common stock warrants outstanding to purchase shares of the Company’s common stock: Exercise Shares Price Expiration Public Warrants 689,999 $ 230.00 February 2027 Private Placement Warrants 376,000 230.00 February 2027 GEM Warrants 169,896 200.00 February 2025 2023 Notes Warrants 258,775 0.20 March 2025 Total 1,494,670 Public and Private Placement Warrants On February 13, 2021, CCAC consummated the initial public offering (“IPO”) of 1,380,000 units (the “Units”), including the full exercise by the underwriters of their over-allotment option. Each Unit included one share of Class A Common Stock and one half of one warrant (the “Public Warrants”). Simultaneously with the closing of the IPO, CCAC consummated the sale of 376,000 warrants (the “Private Placement Warrants”) in a private placement to CITIC Capital Acquisition LLC (the “Sponsor”). As of September 30, 2022, the Company had 689,999 Public Warrants that are now equity classified post Business Combination and 376,000 Private Placement Warrants outstanding. The Private Placement Warrants, which the Company assumed as part of the Business Combination, are recorded as warrant liabilities. Each whole Warrant entitles the registered holder to purchase one share of common stock at a price of $ 230.00 per share, at any time commencing on March 10, 2022, provided that the Company has an effective registration statement under the Securities Act covering the shares of the common stock issuable upon exercise of the Warrants and a current prospectus relating to them is available. The Warrants expire on February 8, 2027, or earlier upon redemption or liquidation. The Company may redeem the Public Warrants when the last reported sales price of the Company’s common stock for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) exceeds $ 360.00 . If the Reference Value exceeds $ 360.00 , Public Warrants are redeemable at $ 0.20 per warrant, in whole and upon a minimum of 30 days prior written notice. The Company’s Board of Directors could also elect to require all warrant holders to exercise the Public Warrants on a cashless basis. The number of shares to be issued for the cashless exercise would be equal to the quotient obtained by dividing (x) the product of the number of shares underlying the warrants, multiplied by the excess of the fair market value over the warrant price by (y) the fair market value. The fair market value is the average reporting closing price of the shares for the ten trading days ending on the third day prior to the date on which the notice of redemption was send to warrant holders. The Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants. However, the Private Placement Warrants are not redeemable by the Company as long as they are held by a Sponsor or its permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. GEM Warrants In December 2021, the Company issued the GEM Warrant, pursuant to the GEM Agreement, with a 36-month term to purchase 169,896 shares of common stock at a strike price per share equal to $ 200.00 , to GEM Yield Bahamas Limited. 2023 Notes Warrants During fiscal year 2020, the Company issued warrants to purchase 176,358 shares of the Company’s common stock with an exercise price of $ 0.20 per share in conjunction with the issuance of $ 16.1 million convertible promissory notes (the “2023 Initial Notes”). These warrants expire in March 2025 . The Company allocated the proceeds from the issuance of the 2023 Initial Notes between the convertible notes and the common stock warrants on a relative fair value basis, with approximately $ 7.2 million allocated to the common stock warrants, included within additional paid-in capital on the consolidated balance sheets. The warrants are not remeasured in future periods as they meet the conditions for equity classification. See “Note 12 – Borrowing Arrangements” for additional details on the 2023 Initial Notes. In February 2021, the Company issued warrants to purchase 314,901 shares of common stock in conjunction with the issuance of $ 48.7 million in convertible promissory notes (the “Extension Notes”). These Extension Notes have similar terms to the 2023 Initial Notes (the “2023 Initial Notes”, together with the “Extension Notes”, referred to as the “2023 Notes”). These warrants are exercisable for shares of common stock at $ 0.20 per share and expire in March 2025 . The Company allocated the proceeds from the issuance of the Extension Notes between the convertible notes and the common stock warrants on a relative fair value basis, with approximately $ 22.0 million allocated to the common stock warrants, included within additional paid-in capital on the consolidated balance sheets. The warrants are not remeasured in future periods as they meet the conditions for equity classification. See “Note 12 – Borrowing Arrangements” for additional details on the Extension Notes. Sensata Warrants In June 2021, the Company issued warrants to purchase 125,000 shares of common stock of the Company in exchange for services to be provided under a Collaboration Agreement with Sensata. Upon the close of the Business Combination, the warrants were fair valued and the Company recorded $ 17.6 million within additional paid-in capital, with $ 8.8 million recorded in prepaid expenses and other current assets, and $ 8.8 million in other long-term assets. The warrants were subsequently exercised in May 2022 for $ 25 thousand in cash. The Company recognizes expense under the Collaboration Agreement as services are provided. Refer to “Note 18 – Related Party Transactions” for additional details. |
Stock-Based Compensation Expens
Stock-Based Compensation Expense | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation Expense | (11) Stock-based Compensation Expense 2013 Equity Incentive Plan Effective January 28, 2022, the Company increased the aggregate number of shares reserved for issuance under the 2013 Incentive Stock Plan by 75,000 shares. 2022 Equity Incentive Plan In June 2021, the Board of Directors adopted the Quanergy Systems, Inc. 2022 Plan (“the 2022 Plan”), which was subsequently approved by the Company’s stockholders. The 2022 Plan became effective on February 8, 2022 and 679,507 shares of common stock were reserved for issuance under the 2022 Plan. The 2022 Plan permits the granting of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, and other equity-based awards to employees, directors and consultants. Employee Stock Purchase Plan The Board of Directors and stockholders approved the Quanergy Systems, Inc. 2022 Employee Stock Purchase Plan, or the ESPP, in June 2021 and January 2022, respectively. The initial number of shares of common stock authorized for sale under the ESPP was 41,706 . Unless the Board of Directors provides otherwise, beginning on January 1, 2023, and continuing through and including January 1, 2032, the maximum number of shares which shall be made available for sale under the ESPP will automatically increase on the first day in January of each calendar year by the lesser of: (1) one percent ( 1 %) of fully diluted Common Stock on December 31st of the preceding calendar year (2) shares of Common Stock equal to 200 % of the initial share reserve, or (3) such lesser number of shares of the Company as determined by our board of directors. As of September 30, 2022, the Employee Stock Purchase Plan has not yet been activated. The Company is currently evaluating the timing of activation. Option Activity The stock option activity for the nine months ended September 30, 2022 has been retrospectively adjusted to reflect the reverse stock split and Exchange Ratio on the Legacy Quanergy stock options. The following table summarizes the stock option activity for the nine months ended September 30, 2022: Options outstanding Number of Weighted Weighted Aggregate Outstanding - December 31, 2021 197,637 $ 138.20 5.13 $ 15,398 Options granted — — Options exercised ( 14,741 ) 5.05 Options cancelled ( 5,308 ) 199.37 Options expired — — Outstanding at September 30, 2022 177,588 $ 147.56 4.53 $ 9.12 Vested and exercisable - September 30, 2022 166,418 $ 140.29 4.36 $ 9.12 Vested and expected to vest - September 30, 2022 177,588 $ 147.56 4.53 $ 9.12 As of September 30, 2022 , there was $ 0.8 million of unrecognized compensation costs related to non-vested stock option awards, which is expected to be recognized over a weighted-average period of approximately 1.09 years. Restricted Stock Unit Activity The restricted stock unit activity for the nine months ended September 30, 2022 has been retrospectively adjusted to reflect the reverse stock split and Exchange Ratio on the Legacy Quanergy restricted stock units. The following table summarizes the restricted stock unit activity for the nine months ended September 30, 2022: Restricted Stock Units (“RSUs”) Number of shares Weighted average grant date fair value Unvested as of December 31, 2021 565,005 $ 137.94 Granted 415,210 22.11 Vested ( 437,106 ) 126.41 Forfeited or cancelled ( 44,054 ) 75.75 Unvested as of September 30, 2022 499,055 $ 56.85 Vesting of RSUs are subject to service and performance conditions. The Business Combination was a qualifying event that satisfied the performance condition for all RSUs. For the three and nine months ended September 30, 2022 , $ 3.9 million and $ 58.8 million, respectively, of stock-based compensation expense has been recognized on these RSUs. As of September 30, 2022 , there was $ 24.8 million unrecognized stock-based compensation expense related to outstanding unvested RSUs, which is expected to be recognized over a weighted-average period of approximately 2.32 years. Stock-based Compensation Expense The following table summarizes stock-based compensation expense and its allocation within the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2022 and 2021, respectively (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of goods sold $ 179 $ 16 $ 1,016 $ 57 Research and development 1,321 415 10,462 1,311 Sales and marketing 1,012 211 6,854 653 General and administrative 2,196 2,706 43,188 8,633 Total stock-based compensation expense $ 4,708 $ 3,348 $ 61,520 $ 10,654 |
Borrowing Arrangements
Borrowing Arrangements | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Borrowing Arrangements | (12) Borrowing Arrangements Convertible Notes 2022 Notes In 2018, the Company issued an aggregate of $ 25.5 million in convertible promissory notes to various investors (the “2022 Notes”). The 2022 Notes were secured by a security agreement and matured in March 2022 , unless earlier converted at the option of the investors. The principal amount accrued interest at 1.5 % per annum, payable biannually, with additional interest at 8.0 % per annum, which was added to the principal and compounded on each payment date. Prior to maturity, the investors could elect to convert all or a portion of the outstanding principal and accrued and unpaid interest on the 2022 Notes to equity based on various conversion events. The 2022 Notes contained an embedded derivative representing the debt conversion features and the fair value of the derivative was recorded as a liability with an offsetting amount recorded as a debt discount against the carrying value of the 2022 Notes. The debt discount was amortized to interest expense using the effective interest method over the term of the 2022 Notes. The derivative liability was re-valued at the end of each reporting period using a probability-weighted discounted cash flow model. Changes in the estimated fair value of the debt derivative were recorded in other income (expense), net, on the accompanying condensed consolidated statements of operations. The 2022 Notes were paid off at the Closing Date. The debt derivative on the 2022 Notes was remeasured at Closing Date, then derecognized upon payoff of the 2022 Notes. The Company recognized a $ 0.3 million loss on extinguishment of the 2022 Notes in interest income (expense), net on the condensed consolidated statements of operations. The estimated fair value of the 2022 Notes embedded derivative is as follows (in thousands): Embedded Derivative Fair value as of December 31, 2021 $ 172 Change in fair value 141 Fair value prior to Closing 313 Payoff of 2022 Notes ( 313 ) Fair value as of September 30, 2022 $ — The Company incurred approximately $ 0.9 million of fees related to issuance of the 2022 Notes in the form of advisor fees, legal fees and other related expenses. These costs were recorded as debt discount and were amortized to interest expense using the effective interest method over the term of the 2022 Notes. 2023 Notes In 2020, the Company issued an aggregate of $ 16.1 million in convertible promissory notes to various investors, which matured in March 2023 (the “2023 Initial Notes”). In 2021, the Company issued additional convertible promissory notes of $ 48.7 million to various investors, which also matured in March 2023 (the “Extension Notes”). The Company issued common stock warrants in conjunction with the 2023 Initial Notes and Extension Notes (together, the “2023 Notes”). See “Note 10 – Common Stock” for additional details. The principal amount of the outstanding balance on the 2023 Notes accrued interest at 10.0 % per annum, payable at maturity in March 2023. Prior to maturity, the 2023 Notes could be redeemed for an amount equal to 200 % of the principal amount of the outstanding balance and the unpaid accrued interest in the event of a change in control, or converted, either voluntarily at the option of the investor or automatically to equity based on various conversion events. In accounting for the issuance of the 2023 Notes, the Company separated the 2023 Notes into liability and equity components, consisting of embedded derivatives representing the redemption and conversion features, and common stock warrants, respectively. The fair value of the derivatives was calculated using the “with and without” method. The key valuation assumptions used consist of the discount rate and the probability of the occurrence of various conversion events. The fair value of the liability and equity components exceeded the 2023 Initial Notes gross proceeds therefore, the fair value of the components was allocated on a relative fair value basis. At issuance of the 2023 Initial Notes, the derivative liability and common stock warrants received relative fair value allocations of $ 5.2 million and $ 7.2 million, respectively, with the offset to debt discount, and the remaining immaterial balance was recorded as a loss in other income (expense), net on the condensed consolidated statements of operations. At issuance of the Extension Notes, the fair value of the liability and equity components were $ 17.5 million and $ 22.0 million, respectively. The equity component was included in additional paid-in capital on the condensed consolidated balance sheets. The equity component was not remeasured. The derivative liabilities were re-valued at the end of each reporting period. Changes in the estimated fair value of the derivatives were recorded in other income (expense), net, on the accompanying condensed consolidated statements of operations. The 2023 Notes were converted into shares of the Company at the Closing Date. The debt derivative on the 2023 Notes was remeasured at Closing Date, then derecognized upon conversion into equity. Upon conversion of the 2023 Notes, the Company recognized a $ 36.7 million loss on settlement of the 2023 Notes in interest income (expense), net in the condensed consolidated statement of operations. The estimated fair value of the 2023 Notes embedded derivative is as follows (in thousands): Embedded Derivative Fair value as of December 31, 2021 $ 26,017 Change in fair value 3,636 Fair value prior to Closing 29,653 Conversion of 2023 Notes ( 29,653 ) Fair value as of September 30, 2022 $ — The 2023 Notes debt issuance costs were approximately $ 0.4 million, consisting of advisor fees, legal fees and other related expenses. The Company allocated the total amount incurred to the liability and equity components on a relative fair value basis, resulting in $ 0.3 million allocated to the liability component and recorded as debt discount and approximately $ 0.1 million to the equity component. The residual amount was immaterial and was allocated to loss on issuance of the 2023 Notes. As such, the total loss recorded on the 2023 Notes was immaterial. The following table represents the total amount of interest expense recognized on the 2022 Notes and 2023 Notes for the three and nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Contractual interest expense $ — $ 2,422 $ 1,052 $ 6,545 Accretion of debt discount — 3,406 38,757 8,093 Accretion of debt issuance costs — 83 223 238 Total interest expense $ — $ 5,911 $ 40,032 $ 14,876 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Lessee Disclosure [Abstract] | |
Leases | (13) Leases The Company leases real estate facilities under non-cancelable operating leases with various expiration dates through fiscal year 2024. The Company adopted Topic 842 as of January 1, 2022, using the modified retrospective approach. In July 2022, the Company extended the lease agreement for its corporate headquarters located in Sunnyvale, CA for an additional one-year term. Either party may terminate the agreement by providing six months' notice. At September 30, 2022 , the operating lease ROU asset and lease liability balances were $ 1.1 million and $ 1.1 million, respectively. The ROU asset balance was recorded in other long-term assets and the lease liability was recorded in other current liabilities and other long-term liabilities on the condensed consolidated balance sheet. For the three and nine months ended September 30, 2022 , the Company recorded operating lease costs of $ 0.2 million and $ 0.5 million, respectively. The Company's variable lease costs were $ 0.1 million for the nine months ended September 30, 2022, and are generally comprised of maintenance, taxes, insurance and operating expenses not included in the measurement of the lease liability. Variable lease costs for the three months ended September 30, 2022 were not material. All lease costs are recorded in general and administrative expense and cost of goods sold on the condensed consolidated statements of operations. The following table presents supplemental cash flow information related to leases (in thousands): Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 217 $ 573 Lease assets obtained in exchange for lease obligations: Operating leases $ 1,113 $ 1,113 The following table presents the remaining cash flows of the Company’s operating lease liabilities as of September 30, 2022 (in thousands): Operating Leases 2022 (remaining three months) $ 305 2023 825 2024 34 Total undiscounted lease payments $ 1,164 Less: imputed interest ( 45 ) Total lease liabilities $ 1,119 The following table presents the weighted average remaining lease term and interest rate as of September 30, 2022: Operating Leases Weighted average remaining lease term (in years) 1.0 Weighted average discount rate 8.7 % ASC 840 Disclosures The Company elected the modified retrospective transition method, which applies ASC 842 as of the effective date on January 1, 2022. Prior to the adoption of ASC 842, the Company applied ASC 840 to its lease transactions. The following table presents the future minimum lease commitments under the Company’s operating leases as of December 31, 2021, as previously disclosed (in thousands): Operating Lease 2022 $ 459 $ 293 2023 4 49 Total minimum payments $ 463 $ 342 Rent expense was $ 0.1 million and $ 0.5 million, respectively, for the three and nine months ended September 30, 2021 . |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (14) Income Taxes The Company recorded income tax expense of zero and $ 6 thousand, respectively, for the three and nine months ended September 30, 2022 , and income tax expense of $ 5 thousand and $ 15 thousand, respectively, for the three and nine months ended September 30, 2021 . Income tax expense for all periods presented is related primarily to the Company's non-U.S. operations as its U.S. operations were in a loss position and the Company maintains a full valuation allowance against its U.S. deferred tax assets. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (15) Commitments and Contingencies Legal Proceedings The Company is a party to various legal proceedings and claims which arise in the ordinary course of business. The Company records a liability when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be reasonably estimated, the Company discloses the reasonably possible loss. In response to allegations of patent infringement and threats of litigation by one of its competitors (“Complainant”), the Company filed a complaint in the Northern District of California seeking a declaratory judgment of non-infringement of the complainant’s patent (patent # 7969558). The Complainant filed an answer and counterclaim seeking injunctions and damages for an unspecified amount. The Company answered the counterclaims asserting that the patent claims are not valid and also filed two petitions for inter parties review (“IPR”) before the Patent Trial and Appeal Board (“PTAB”), which were instituted in May 2018. All briefing and the oral hearing in the PTAB proceedings have concluded. On May 23, 2019, the PTAB issued Final Written Decisions finding all petitioned claims are not invalid. On June 24, 2019, the Company filed a Request for Rehearing in response to the Final Written Decision. On May 23, 2020, the PTAB denied the Request for Rehearing. Quanergy filed an appeal to the Court of Appeals for the Federal Circuit (“CAFC”) for each IPR (consolidated as docket no. CAFC-20-2070). Oral argument was held on July 7, 2021. On February 4, 2022, the CAFC affirmed the decision of the PTAB. In the fourth quarter of 2020, the Company started engaging in discussions with the Complainant for a potential out of court settlement related to the ongoing legal proceeding discussed above, in order to avoid future significant legal expenses. The Company determined that it had incurred a liability as of December 31, 2020 and recorded an estimated potential loss for this case in the amount of $ 2.5 million at that time. During the nine months ended September 30, 2022, this amount has been increased to $ 2.75 million with the incremental increase recorded in general and administrative expenses on the condensed consolidated statements of operations. The Company will continue to monitor developments on this case and record any necessary adjustments to reflect the effect of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case in the period they become known. This litigation, as with any other litigation, is subject to uncertainty and an unfavorable outcome may result in a material adverse impact on the Company’s business, results of operations, financial position, and overall trends. Vendor Contract Liability In October 2017, the Company entered into an agreement with a contract manufacturer for production of various sub-assemblies and final assemblies of the Company’s M8 and S3 product lines. The contract manufacturer procures parts to fulfill the forecasted demand of the Company, holding title and risk of loss to the inventory. The terms of the agreement specify that the Company may be liable for this inventory should it not place orders for units sufficient to consume this inventory, or in varying amounts based on the termination of the agreement at any time by either party. The contract manufacturer holds $ 1.6 million of inventory at cost subject to this agreement as of September 30, 2022 and December 31, 2021. The Company has recorded a liability of $ 0.3 million within accrued expenses on the condensed consolidated balance sheet as of September 30, 2022 and December 31, 2021 for inventory at the contract manufacturer identified as excess and obsolete. The Company is in process of transitioning its manufacturing requirements to another provider and is currently winding down its remaining obligations related to this agreement. The Company expects that the transition process will continue into 2023. Employee Retention Plan The Company adopted an employee retention plan (“Retention Plan”) in 2019, which was subsequently amended and restated in April 2021. Key employees as determined by the Board of Directors are eligible to participate in the Retention Plan, and have the right to payment of a retention bonus upon the occurrence of a covered transaction, defined as a change in control, IPO or a SPAC merger transaction. The retention bonus is expected to be paid out in equal installments, at the first and second anniversary of the occurrence of the covered transaction, and the employee will have to be actively employed by the Company at the time of payment. The Business Combination qualifies as a covered transaction, and at Closing, the amount of retention bonus totaled $ 4.6 million. The Company may incur incremental obligations as new employees are hired and trues up its obligation on actual exits from employment. No forfeitures have been estimated, and at September 30, 2022 , the retention bonus totaled $ 4.6 million. The Company recognizes the expense of the retention bonus as services are received on a pro-rata basis over the passage of time from the date of Closing of the Business Combination until expected payment dates. As of September 30, 2022 , the Company has accrued $ 2.2 million of retention bonus expense, with $ 1.4 million recorded in accrued expenses and $ 0.8 million in other long-term liabilities on the condensed consolidated balance sheets. For the three months ended September 30, 2022 , the Company recorded retention bonus expense of $ 0.8 million in operating expenses on the condensed consolidated statements of operations. For the nine months ended September 30, 2022 , the Company recorded retention bonus expense of $ 2.1 million in operating expenses and $ 0.1 million in cost of goods sold on the condensed consolidated statements of operations. |
Segment Information and Geograp
Segment Information and Geographic Information | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information and Geographic Information | (16) Segment Information and Geographic Information The Company conducts its business in one operating segment that designs, develops and produces LiDAR sensors used in intelligent real-time 3D object detection and classification solutions. The Company’s Chief Executive Officer (“CEO”) is the Chief Operating Decision Maker (“CODM”). The CODM allocates resources and makes operating decisions based on financial information presented on a consolidated basis. The profitability of the Company’s product group is not a determining factor in allocating resources and the CODM does not evaluate profitability below the level of the consolidated company. Revenue by geographical region is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Americas $ 1,775 $ 308 $ 2,572 $ 604 Asia 379 684 1,511 1,475 Europe, Middle East and Africa 170 145 797 346 Total net sales $ 2,324 $ 1,137 $ 4,880 $ 2,425 All long-lived assets are maintained in, and all losses are attributable to, the United States of America. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | (17) Net Loss Per Share The unaudited basic and diluted net loss per share for the three and nine months ended September 30, 2021 has been computed to give effect to the conversion of shares of Legacy Quanergy convertible preferred stock into shares of Legacy Quanergy common stock as though the conversion had occurred as of the beginning of the period. Shares of the Company’s common stock reflect the reverse stock split and the Exchange Ratio as though the conversion had occurred as of the beginning of the period. The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the three and nine months ended September 30, 2022 and 2021, respectively (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net loss attributable to common stockholder, basic and diluted $ ( 17,652 ) $ ( 18,999 ) $ ( 148,008 ) $ ( 54,180 ) Denominator: Weighted average shares of common stock outstanding, basic and diluted 6,824,212 3,463,403 5,793,554 3,320,498 Net loss per share attributable to common stockholder, basic and diluted $ ( 2.59 ) $ ( 5.49 ) $ ( 25.55 ) $ ( 16.32 ) Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potential common shares outstanding would be anti-dilutive. The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would be anti-dilutive: As of September 30, 2022 2021 Public warrants 689,999 — Private placement warrants 376,000 — GEM warrants 169,896 — Stock options and RSUs issued and outstanding 676,643 719,502 Convertible notes — 196,733 Potential common shares excluded from diluted net loss per share 1,912,538 916,235 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | (18) Related Party Transactions Related Party Collaboration Agreement To support the Company’s path towards automotive grade solid state LiDAR sensors, help de-risk the ramp towards high volume manufacturing, and improve the Company’s marketing and distribution capabilities, the Company entered into a Strategic Partnership Agreement (“Collaborative Agreement”) with Sensata Technology, Inc (“Sensata”) on February 8, 2016. As part of the Collaborative Agreement, Sensata made a $ 50 million investment in the initial closing of the Company’s offering of Series B convertible preferred stock. The agreement committed both companies to engage in joint development and commercialization of the solid-state product for the transportation segment. The Company is expected to retain ultimate discretion relating to product roadmap and development, with Sensata retaining ultimate control over the manufacturing, sales and marketing decisions subject to certain terms and conditions. On March 29, 2020, Quanergy and Sensata signed an amendment to the agreement which eliminated exclusivity for the transportation sector, reduced specific development and commercialization obligations and added flexibility to the manufacturing model. No revenues on the February 2016 Collaborative Agreement have been recognized for the three and nine months ended September 30, 2022 and 2021 . In accordance with the Collaborative Agreement, the Company purchased equipment from Sensata totaling $ 1.0 million which is included in the accompanying condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021. For the three and nine months ended September 30, 2022 and 2021, depreciation expense on this equipment was not material. On June 21, 2021, the Company entered into another collaborative arrangement with Sensata for a term of four years, wherein Sensata will provide consulting services with respect to areas of manufacturing, cost reduction, sourcing, and go to market strategies. In exchange for such services, the Company issued a warrant to Sensata to purchase 125,000 shares of the Company. These warrants had a fair value of $ 23.3 million at December 31, 2021. On the Closing Date, these warrants were fair valued at $ 17.6 million. No revenues have been recognized under this collaborative agreement since inception. $ 0.2 million in expenses have been incurred under this collaborative arrangement for the nine months ended September 30, 2022. No expenses were incurred for the three months ended September 30, 2022. Either party may terminate the collaboration agreement after two years by providing a 30 day notice. Related Party Convertible Notes In 2020 and 2021, the Company issued convertible promissory notes of approximately $ 64.8 million to various investors, out of which $ 27.2 million was issued to four related parties. The related party debt is presented as “Long-term debt – related party” in the consolidated balance sheet, adjusted for deferred interest, allocated debt financing costs and derivative liability recorded as debt discount on the 2023 Notes. The principal amount of the outstanding balance accrued interest at 10.0 % per annum, payable at maturity in March 2023 . The Company also issued 245,043 common stock warrants to the four related parties in conjunction with the issuance of the 2023 Notes. The 2023 Notes were converted into equity of the Company on the Closing Date. For the three months ended September 30, 2022 and 2021 , the Company accrued interest of $ 0.0 and $ 2.3 million, respectively, for related party debt. For the nine months ended September 30, 2022 and 2021 , the Company accrued interest of $ 1.7 million and $ 6.1 million, respectively, for related party debt. See “Note 12 – Borrowing Arrangements” for additional details. Related Party Restricted Stock Units Out of the total RSU grants in 2021, 148,186 were issued to two related parties with an aggregate fair value of $ 20.1 million. Of the total RSU grants in 2022, 257,484 were issued to fourteen related parties with an aggregate fair value of $ 4.1 million. On the Closing Date, both the performance-based and service-based conditions for vesting of the RSU grants had been satisfied, therefore, $ 2.3 million and $ 24.9 million in expenses has been recognized on these awards in the three and nine months ended September 30, 2022, respectively. Related Party Private Placement Warrants An aggregate of 329,000 Private Placement Warrants are held by a related party. Each Private Placement Warrant is exercisable to purchase one share of common stock at a price of $ 230.00 per share. Related Party Payable On March 31, 2022, the Company issued 43,150 shares of common stock to reimburse a related party for merger-related expenses of $ 1.7 million. As of September 30, 2022 , the remaining amount due to the related party was $ 1.1 million for merger related expenses paid by the related party on behalf of the Company. Related Party Common Stock As of September 30, 2022 , a related party owns 301,875 shares of the Company wherein these shares are subject to a lock up period, which is set to end at the earlier of, (a) a year after the Closing Date or, (b) subsequent to the Closing Date, (x) if the closing price of the common stock equals or exceeds $ 240.00 per share for any 20 trading days within any 30 -trading day period commencing at least 150 days after the Closing Date, or (y) the date the Company completes a liquidation, merger, share exchange or other similar transaction after the Business Combination, that results in all of the Company’s public shareholders having the right to exchange their shares for cash, securities or other property. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | (19) Subsequent Events Subsequent events have been evaluated through the November 14, 2022 issuance date of the financial statements and there were no events that would materially impact the consolidated financial statement disclosures, except for the following: Settlement of GEM Drawdown On October 3, 2022, the Company settled the second draw on the GEM Agreement and received $ 1.7 million in cash and 280,000 shares were returned to the Company. Corporate Restructuring The Company implemented a restructuring plan on October 3, 2022 after an extensive review of its organization and programs and in response to current market conditions. In connection with this restructuring plan the Company reduced staff by 11 %, from 141 to 126 full-time employees, pursuant to which it expects to incur severance expenses of approximately $ 130 thousand. The Company expects to substantially complete this workforce reduction by the end of December 2022. Reverse Stock Split On October 6, 2022, the Company effected a 1-for-20 reverse stock split of its Common Stock. The accompanying condensed consolidated financial statements and footnotes retroactively reflect the impact of this reverse stock split on the Company’s Common Stock and per share amounts. Underwritten Public Offering On October 30, 2022, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Maxim Group LLC (the “Underwriter”), pursuant to which the Company agreed to issue and sell, in a registered public offering, (the “Public Offering”), 9,800,000 Units, with each Unit consisting of one share of Common Stock and two warrants with a term of five years (each, a “Unit Warrant”) to purchase one share of Common Stock at an exercise price per share of $ 1.70 , with each Unit to be offered to the public at an offering price of $ 1.70 per Unit (the “Units”). In addition, pursuant to the Underwriting Agreement, the Company granted the Underwriter a 30-day option (the “Overallotment Option”) to purchase up to (i) 1,470,000 additional shares of Common Stock and/or (ii) 2,940,000 additional warrants, solely to cover over-allotments. The Underwriter partially exercised the Overallotment Option on October 31, 2022 to purchase 2,940,000 additional warrants to purchase up to 2,940,000 shares of Common Stock (the “Option Warrants”). The Company also issued warrants to the Underwriter to purchase up to a total of 392,000 shares of Common Stock (equal to 4.0 % of the total number of Units sold in the offering) (the “Underwriter’s Warran ts”). The Underwriter’s Warrants are exercisable at a per share price of $ 1.87 on April 28, 2023 and will expire on the five-year anniversary of such date. On November 2, 2022, the Public Offering closed for gross proceeds of $ 16.7 million, and the Company issued and sold (i) 9,800,000 Units consisting of (a) 9,800,000 shares of Common Stock, and (b) 19,800,000 Unit Warrants, and (ii) an additional 2,940,000 Option Warrants. Net proceeds to the Company, after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company, were approximately $ 15.4 million. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business Quanergy Systems, Inc. (the “Company” or “Quanergy”) formerly known as CITIC Capital Acquisition Corp., designs, develops and produces Light Detection and Ranging (“LiDAR”) sensors and is a leader in 3D sensing that delivers robust and intelligent real-time 3D object detection and classification solutions. CITIC Capital Acquisition Corp. (“CCAC”), the Company’s predecessor, was incorporated as a Cayman Islands exempted special purpose acquisition company. On February 7, 2022, CCAC effectuated the change of the Company’s jurisdiction of incorporation to the state of Delaware. Accordingly, each of CCAC’s issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares automatically converted on a one-for-one basis, into shares of common stock of the CCAC (“Common Stock”). Similarly, all of CCAC’s outstanding warrants became warrants to acquire shares of the Company’s common stock, and no other changes were made to the terms of any outstanding warrants. |
Business Combination | Business Combination On February 8, 2022 (the “Closing Date” or “Closing”), the Company consummated the business combination (the “Business Combination”) pursuant to the terms of the Agreement and Plan of Merger, dated as of June 21, 2021 (as amended, the “Merger Agreement”), by and among CCAC, CITIC Capital Merger Sub Inc. (“Merger Sub”), and Quanergy Systems, Inc. (when referred to in its pre-Business Combination (as defined below) capacity, “Legacy Quanergy”). Pursuant to the terms of the Merger Agreement, the Business Combination between the Company and Legacy Quanergy was effected through the merger of Merger Sub with and into Legacy Quanergy, with Legacy Quanergy continuing as the surviving corporation and a wholly-owned subsidiary of the Company. On the Closing Date, the registrant changed its name from CITIC Capital Acquisition Corp. to Quanergy Systems, Inc. On January 28, 2022, Legacy Quanergy changed its corporate name to Quanergy Perception Technologies, Inc. In connection with the Business Combination, holders of 1,343,390 of CCAC’s Class A Ordinary Shares, or approximately 97.3 % of the shares with redemption rights, exercised their right to redeem their shares for cash at a redemption price of approximately $ 201.36 per share, for an aggregate redemption amount of $ 270.5 million. On the Closing Date, holders of 30,000 of CCAC’s Class A Ordinary Shares, or approximately 2.2 % of the shares with redemption rights, reversed their prior redemptions, resulting in $ 6.0 million being returned to the trust account established at the consummation of CCAC’s initial public offering prior to the Closing. Pursuant to the terms of the Merger Agreement, at the effective time of the Business Combination: • All outstanding shares of Legacy Quanergy common stock were cancelled and converted into shares of Quanergy using a conversion ratio of 0.1940 (“Exchange Ratio”); • All outstanding shares of Legacy Quanergy convertible preferred stock were cancelled and converted into shares of Quanergy’s common stock (all preferred stock except for Series B and Series C were cancelled and converted using a ratio of 0.1940 ; Series B and Series C were converted using ratios of 0.5771 and 0.7155 , respectively); • All outstanding stock options, Restricted Stock (“RSAs”), Restricted Stock Unit Awards (“RSUs”) and common stock warrants of Legacy Quanergy, whether vested or unvested, were assumed by the Company and converted into stock options, Restricted Stock, Restricted Stock Unit Awards and common stock warrants of Quanergy; • The Note Financing Agreement issued in 2020 (the “2023 Initial Notes) and 2021 (the “Extension Notes”, and together with 2023 Initial Notes, referred to as the “2023 Notes”) converted into shares of Legacy Quanergy common stock, that subsequently converted into shares of common stock of Quanergy at the rate consistent with the terms of the note agreement; • Legacy Quanergy’s indebtedness under the Note Financing Agreement issued in 2018 was paid off; • All outstanding CCAC Class A and Class B Ordinary Shares were cancelled and converted into shares of common stock of Quanergy; • All outstanding warrants of CCAC converted automatically into warrants to purchase Quanergy common stock at a ratio of 1.0 to 1.0 . On the Closing Date, certain investors (the “PIPE Investors”) purchased from the Company an aggregate of 184,750 shares (the “PIPE Shares”) of Common Stock at a price of $ 200.00 per share, for an aggregate purchase price of approximately $ 37.0 million (the “PIPE Financing”), in a private placement pursuant to separate subscription agreements consummated substantially concurrently with the close of the Business Combination. The Company’s common stock and public warrants are now listed on the New York Stock Exchange under the symbols “QNGY” and “QNGY WS”. Trading of these securities has been suspended pending the outcome of a delisting determination made by the staff of NYSE Regulation, which the Company intends to appeal. The Company’s common stock and public warrants are currently traded on the over-the-counter market under the symbols “QNGY” and “QNGYW”, respectively. Unless the context otherwise requires, “we,” “us,” “our,” “Quanergy,” and the “Company” refers to Quanergy Systems, Inc., the combined company and its subsidiaries following the Business Combination. Refer to “Note 2 – Reverse Recapitalization” for further discussion of the Business Combination. |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The condensed consolidated financial statements as of September 30, 2022 are unaudited. The condensed consolidated balance sheet as of December 31, 2021, included herein was derived from the audited consolidated financial statements as of that date. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. As such, the information included herein should be read in conjunction with the audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2021, which was included in the Company’s Form S-1/A filed with the Securities and Exchange Commission (“SEC”) on October 24, 2022. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s fiscal year begins on January 1 and ends on December 31. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s balance sheet as of September 30, 2022, the results of operations, including its comprehensive loss, and stockholders’ equity/(deficit) for the three and nine months ended September 30, 2022 and 2021, and the statements of cash flows for the nine months ended September 30, 2022 and 2021. All adjustments are of a normal recurring nature. The results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending December 31, 2022. |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The Company’s significant accounting policies are disclosed in Summary of Significant Accounting Policies in the notes to the audited consolidated financial statements for the fiscal year ended December 31, 2021. Other than the accounting policies discussed below related to the adoption of Accounting Standards Codification (“ASC”) 842, Leases, there has been no material change to the Company’s significant accounting policies during the nine months ended September 30, 2022 . See “Recently Adopted Accounting Pronouncements” and “Note 13 – Leases” related to the adoption of ASC 842. |
Liquidity and Capital Resources | Liquidity and Capital Resources The Company has prepared its condensed consolidated financial statements assuming that the Company will continue as a going concern. The Company has had recurring losses and an accumulated deficit since its inception. The Company obtained additional funding of $ 43.8 million in connection with the Business Combination and effectively settled its outstanding debt balance of $ 106 million, thereby providing the Company with additional future financial flexibility. The Business Combination also gave the Company access to $ 125 million from a previously announced share subscription facility from Global Emerging Markets Group (“GEM”), a Luxembourg-based private alternative investment group. Through September 30, 2022, t he Company has received $ 9.9 million in cash under the facility in exchange for 1.3 million shares of common stock. In October 2022, the Company settled a second draw down under the facility for $ 1.7 million in cash in exchange for 320,000 shares of common stock. As a result of the suspension of trading the Company’s common stock on the NYSE, commencing on November 8, 2022, the Company is not currently able to access the GEM facility. O n November 2, 2022, the Company completed a registered public offering from which it received net proceeds of $ 15.4 million in cash. As part of the public offering, the Company issued and sold 9,800,000 units, each consisting of one share of common stock, and two warrants, each with a term of 5 years to purchase one share of common stock at an exercise price of $ 1.70 per share. See “Note 19 - Subsequent Events” for additional details related to the registered public offering. Should the Company continue to be unable to access the GEM facility, or if the Company is unable to raise additional capital, it would be forced to seek other forms of financing which may not be available in sufficient amounts to fund its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months following the date of issuance of financial statements as of and for the nine months ended September 30, 2022 . These condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
COVID-19 Considerations | COVID-19 Considerations The extensive impact of the pandemic caused by the novel coronavirus (“COVID-19”) has adversely affected global economic conditions and has contributed to significant volatility in financial markets beginning in early calendar year 2020. The continually evolving pandemic remains uncertain and its future impact on Quanergy will depend on a number of factors, including among others, the continued duration and severity of the spread of COVID-19, emerging variants, vaccine and booster effectiveness, public acceptance of safety protocols, and government measures. The impact of COVID-19 on the Company’s business has lessened slightly in the third quarter of 2022, as evidenced by improved demand conditions and reduced lead time supply constraints; however, the Company continues to experience upward pressures on pricing premiums for component parts utilized in its manufacturing processes. The Company anticipates that the pandemic may continue to impact its operations and financial operating results, and there is uncertainty in the nature and degree of its continued effects over time. |
Reverse Stock Split | Reverse Stock Split On October 3, 2022, the Company held a special meeting of our stockholders wherein our stockholders approved a reverse split of the Company’s outstanding common stock at a ratio in the range of 1-for-10 to 1-for-20 , to be determined at the discretion of our Board of Directors. Following such meeting, our Board of Directors approved a final reverse stock split ratio of 1-for-20. The reverse stock split does not change the par value of the Company’s common and preferred stock or the authorized number of common or preferred stock. All issued and outstanding common stock and related per share amounts contained in the condensed consolidated financial statements and footnotes have been retroactively adjusted to reflect this reverse stock split for all periods presented. The reverse stock split was effected on October 6, 2022. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize leases on the balance sheet and disclose key information about leasing arrangements. The Company adopted ASC 842 on January 1, 2022, using the modified retrospective transition method, which applies the standard as of the adoption date and therefore, the Company has not applied the standard to the comparative prior periods presented in the Company’s condensed consolidated financial statements. The Company elected the following practical expedients: (i) not to reassess prior conclusions on whether any expired or existing contracts are or contain a lease, lease classification, and initial direct costs; (ii) combine lease and non-lease components; and (iii) not to recognize right-of-use (“ROU”) assets or lease liabilities for short term leases, with lease terms of 12 months or less. The Company’s operating leases primarily comprise of office facilities, with the most significant leases relating to corporate headquarters in Sunnyvale, CA. Upon adoption of the new leasing standard on January 1, 2022, the Company recognized ROU assets of $ 0.5 million and lease liabilities of $ 0.5 million. There was no cumulative impact of transition to retained earnings as of the adoption date. The standard did not impact the accompanying condensed consolidated statements of operations and the accompanying condensed consolidated statements of cash flows. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force). This guidance clarifies certain aspects of the current guidance to promote consistency among reporting of an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company adopted the standard on January 1, 2022 and the standard did not impact the accompanying condensed consolidated financial statements. |
Recently Adopted Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments, which, together with subsequent amendments, amends the requirement on the measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 is effective for the Company beginning January 1, 2023, with early adoption permitted. The Company is evaluating the effects of adopting this new accounting guidance, including developing models to estimate expected credit losses, designing changes to its related processes and evaluating the effects on the Company’s consolidated financial statements. As the Company's receivables are generally short-term in nature, the timing and amount of credit loss recognized under existing guidance and the new guidance is not expected to materially differ. In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815- 40): Accounting for convertible instruments and contracts in an entity’s own equity. The ASU simplifies accounting for convertible instruments by removing certain separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share for convertible instruments by using the if-converted method. The amendments are effective for the Company beginning January 1, 2024, with early adoption permitted. The Company is currently assessing the impact of this standard on its consolidated financial statements. |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Reverse Recapitalization [Abstract] | |
Summary of Business Acquisition Elements Reconciled To Consolidated Financial Statements | 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 |
Summary of Number of Shares of Common Stock Issued Immediately Following The Consummation of The Business Combination | 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 |
Summary of Number of Legacy Quanergy Shares | The number of Legacy Quanergy shares was determined as follows: Quanergy Quanergy 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 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following (in thousands): September 30, 2022 December 31, 2021 Raw materials $ 4,830 $ 2,292 Work in progress 266 578 Finished goods 497 372 Total inventory $ 5,593 $ 3,242 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of Prepaid Expenses and Other Assets Current | Prepaid expenses and other current assets consisted of the following (in thousands): September 30, 2022 December 31, 2021 Sensata prepaid services $ 8,801 $ — Prepaid business insurance 1,710 873 Prepaid other 197 265 Total prepaid expenses and other current assets $ 10,709 $ 1,138 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property Plant and Equipment | Property and equipment, net consisted of the following (in thousands): September 30, 2022 December 31, 2021 Machinery and equipment $ 6,018 $ 5,568 Furniture and fixtures 182 182 Computer equipment 1,011 1,008 Computer software 35 35 Leasehold improvements 349 349 Total property and equipment 7,595 7,142 Less: accumulated depreciation and amortization ( 5,931 ) ( 5,234 ) Total property and equipment, net $ 1,664 $ 1,908 |
Other Long-Term Assets (Tables)
Other Long-Term Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Schedule of Other Long Term Assets | Other long-term assets consisted of the following (in thousands): September 30, 2022 December 31, 2021 Sensata prepaid services $ 8,557 $ — Deferred costs 2,766 3,403 ROU asset 1,119 — Security deposit 133 136 Total other long-term assets $ 12,575 $ 3,539 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Other Liabilities, Current [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities consisted of the following (in thousands): September 30, 2022 December 31, 2021 GEM commitment fee $ 2,302 $ — Transaction fees payable 2,000 — Lease liability 1,075 — Restructuring liability 122 293 Customer deposits 200 200 Deferred revenue 94 72 Derivative liability — 172 Total other current liabilities $ 5,793 $ 737 |
Other Long-term Liabilities (Ta
Other Long-term Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Other Liabilities, Noncurrent [Abstract] | |
Schedule of Other Non Current Liabilities | Other long-term liabilities consisted of the following (in thousands): September 30, 2022 December 31, 2021 Transaction fees payable $ 7,660 $ — Customer deposits 750 750 Deferred revenue 122 4 Other long-term liabilities 759 49 Lease liability 44 — Total other long-term liabilities $ 9,335 $ 803 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Information About The Company's Financial Assets and Liabilities That Are Measured at Fair Value On Recurring Basis | The following table sets forth the Company’s financial assets and liabilities that were measured at fair value, on a recurring basis (in thousands): As of September 30, 2022 Level 1 Level 2 Level 3 Total Financial Assets Cash and cash equivalents Money market funds $ 6,881 $ — $ — $ 6,881 Total assets at fair value $ 6,881 $ — $ — $ 6,881 Financial Liabilities Private placement warrant liability $ — $ 241 $ — $ 241 Total liabilities at fair value $ — $ 241 $ — $ 241 As of December 31, 2021 Level 1 Level 2 Level 3 Total Financial Assets Cash and cash equivalents: Money market funds $ 26,031 $ — $ — $ 26,031 Total assets $ 26,031 $ — $ — $ 26,031 Financial Liabilities Debt derivative liabilities $ — $ — $ 26,189 $ 26,189 Total liabilities $ — $ — $ 26,189 $ 26,189 |
Summary of Changes in Level 3 Fair Value Instruments | The following table presents the changes in the fair value of the Company's Level 3 instruments for the following periods (in thousands). There were no other transfers between fair value hierarchies for all periods presented: Level 3 Warrant Liabilities Share-settled Forward Fair value at February 8, 2022 $ 3,248 $ — Change in fair value of Private Placement Warrants ( 1,439 ) — Fair value at March 31, 2022 $ 1,808 $ — Change in fair value of Private Placement Warrants ( 1,312 ) — Transfer to Level 2 ( 496 ) — Fair Value at issuance of shares — 10,027 Change in fair value of Share-settled forward — ( 8,956 ) Fair value at June 30, 2022 $ — $ 1,071 Change in fair value of Share-settled forward — ( 693 ) Settlement of Share-settled forward — ( 378 ) Fair value at September 30, 2022 $ — $ — |
Common Stock (Tables)
Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Summary of Stock by Class | February 8, 2022 (Closing Date) Preferred Exchange Common Series Seed Convertible Preferred Stock (Legacy Quanergy) 2,231,248 0.1940 432,831 Series Seed-2 Convertible Preferred Stock (Legacy Quanergy) 495,417 0.1940 96,101 Series A Convertible Preferred Stock (Legacy Quanergy) 3,233,871 0.1940 627,352 Series A Plus Convertible Preferred Stock (Legacy Quanergy) 790,500 0.1940 153,352 Series B Convertible Preferred Stock (Legacy Quanergy) 778,839 0.5771 449,474 Series C Convertible Preferred Stock (Legacy Quanergy) 165,237 0.7155 118,224 Total 7,695,112 1,877,334 |
Summary of common stock warrants outstanding to purchase shares of common stock | As of September 30, 2022, the Company had the following common stock warrants outstanding to purchase shares of the Company’s common stock: Exercise Shares Price Expiration Public Warrants 689,999 $ 230.00 February 2027 Private Placement Warrants 376,000 230.00 February 2027 GEM Warrants 169,896 200.00 February 2025 2023 Notes Warrants 258,775 0.20 March 2025 Total 1,494,670 |
Stock-Based Compensation Expe_2
Stock-Based Compensation Expense (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Share-Based Payment Arrangement, Option, Activity | The following table summarizes the stock option activity for the nine months ended September 30, 2022: Options outstanding Number of Weighted Weighted Aggregate Outstanding - December 31, 2021 197,637 $ 138.20 5.13 $ 15,398 Options granted — — Options exercised ( 14,741 ) 5.05 Options cancelled ( 5,308 ) 199.37 Options expired — — Outstanding at September 30, 2022 177,588 $ 147.56 4.53 $ 9.12 Vested and exercisable - September 30, 2022 166,418 $ 140.29 4.36 $ 9.12 Vested and expected to vest - September 30, 2022 177,588 $ 147.56 4.53 $ 9.12 |
Summary of Share-Based Payment Arrangement, Restricted Stock And Restricted Stock Unit, Activity | The following table summarizes the restricted stock unit activity for the nine months ended September 30, 2022: Restricted Stock Units (“RSUs”) Number of shares Weighted average grant date fair value Unvested as of December 31, 2021 565,005 $ 137.94 Granted 415,210 22.11 Vested ( 437,106 ) 126.41 Forfeited or cancelled ( 44,054 ) 75.75 Unvested as of September 30, 2022 499,055 $ 56.85 |
Summary of Share-Based Payment Arrangement, Expensed And Capitalized, Amount | The following table summarizes stock-based compensation expense and its allocation within the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2022 and 2021, respectively (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of goods sold $ 179 $ 16 $ 1,016 $ 57 Research and development 1,321 415 10,462 1,311 Sales and marketing 1,012 211 6,854 653 General and administrative 2,196 2,706 43,188 8,633 Total stock-based compensation expense $ 4,708 $ 3,348 $ 61,520 $ 10,654 |
Borrowing Arrangements (Tables)
Borrowing Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Summary Of Estimated Fair Value Of The 2022 And 2023 Notes Embedded Derivative | The estimated fair value of the 2022 Notes embedded derivative is as follows (in thousands): Embedded Derivative Fair value as of December 31, 2021 $ 172 Change in fair value 141 Fair value prior to Closing 313 Payoff of 2022 Notes ( 313 ) Fair value as of September 30, 2022 $ — The estimated fair value of the 2023 Notes embedded derivative is as follows (in thousands): Embedded Derivative Fair value as of December 31, 2021 $ 26,017 Change in fair value 3,636 Fair value prior to Closing 29,653 Conversion of 2023 Notes ( 29,653 ) Fair value as of September 30, 2022 $ — |
Schedule Of Interest Expense | The following table represents the total amount of interest expense recognized on the 2022 Notes and 2023 Notes for the three and nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Contractual interest expense $ — $ 2,422 $ 1,052 $ 6,545 Accretion of debt discount — 3,406 38,757 8,093 Accretion of debt issuance costs — 83 223 238 Total interest expense $ — $ 5,911 $ 40,032 $ 14,876 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Lessee Disclosure [Abstract] | |
Summary of Supplemental Cash Flow Information Related To Leases | The following table presents supplemental cash flow information related to leases (in thousands): Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 217 $ 573 Lease assets obtained in exchange for lease obligations: Operating leases $ 1,113 $ 1,113 |
Summary of Maturities of The Operating Lease Liabilities | The following table presents the remaining cash flows of the Company’s operating lease liabilities as of September 30, 2022 (in thousands): Operating Leases 2022 (remaining three months) $ 305 2023 825 2024 34 Total undiscounted lease payments $ 1,164 Less: imputed interest ( 45 ) Total lease liabilities $ 1,119 |
Summary of weighted average remaining lease term and interest rate | The following table presents the weighted average remaining lease term and interest rate as of September 30, 2022: Operating Leases Weighted average remaining lease term (in years) 1.0 Weighted average discount rate 8.7 % |
Summary of Future Minimum Rental Payments For Operating Leases | The following table presents the future minimum lease commitments under the Company’s operating leases as of December 31, 2021, as previously disclosed (in thousands): Operating Lease 2022 $ 459 $ 293 2023 4 49 Total minimum payments $ 463 $ 342 |
Segment Information and Geogr_2
Segment Information and Geographic Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Summary Of Revenue By Geographical Region | Revenue by geographical region is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Americas $ 1,775 $ 308 $ 2,572 $ 604 Asia 379 684 1,511 1,475 Europe, Middle East and Africa 170 145 797 346 Total net sales $ 2,324 $ 1,137 $ 4,880 $ 2,425 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Income (Loss) Per Ordinary Share | The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the three and nine months ended September 30, 2022 and 2021, respectively (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net loss attributable to common stockholder, basic and diluted $ ( 17,652 ) $ ( 18,999 ) $ ( 148,008 ) $ ( 54,180 ) Denominator: Weighted average shares of common stock outstanding, basic and diluted 6,824,212 3,463,403 5,793,554 3,320,498 Net loss per share attributable to common stockholder, basic and diluted $ ( 2.59 ) $ ( 5.49 ) $ ( 25.55 ) $ ( 16.32 ) |
Schedule Of Antidilutive Securities Excluded From Computation Of Earnings Per share | The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would be anti-dilutive: As of September 30, 2022 2021 Public warrants 689,999 — Private placement warrants 376,000 — GEM warrants 169,896 — Stock options and RSUs issued and outstanding 676,643 719,502 Convertible notes — 196,733 Potential common shares excluded from diluted net loss per share 1,912,538 916,235 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | |||||
Nov. 02, 2022 USD ($) $ / shares shares | Oct. 03, 2022 | Feb. 08, 2022 USD ($) $ / shares shares | Jan. 31, 2022 shares | Oct. 31, 2022 USD ($) shares | Sep. 30, 2022 USD ($) $ / shares shares | Jan. 01, 2022 USD ($) | |
Accounting Policies [Line Items] | |||||||
Cash received | $ 9,900 | ||||||
Cash acquired from business acquisition and PIPE financing | 43,800 | ||||||
Payment for settlement of debt outstanding | 106,000 | ||||||
Proceeds from share subscription facility provided by business acquired | $ 125,000 | ||||||
Exchange of Common stock for settlement | shares | 1,300,000 | ||||||
Lessee, Operating Lease, Term of Contract | 12 months | ||||||
Operating Lease, Right-of-Use Asset | $ 1,100 | $ 500 | |||||
Operating Lease, Liability | $ 1,119 | $ 500 | |||||
Subsequent Event [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Cash received | $ 1,700 | ||||||
Exchange of Common stock for settlement | shares | 320,000 | ||||||
Net proceeds from public offering | $ 16,700 | ||||||
Number of shares stock sold | shares | 9,800,000 | ||||||
Common stock exercise price per shares | $ / shares | $ 1.70 | ||||||
Warrant purchase term period | 5 years | ||||||
Net proceeds from public offering cost | $ 15,400 | ||||||
Subsequent Event [Member] | Minimum [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Reverse stock split ratio | 10 | ||||||
Subsequent Event [Member] | Maximum [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Reverse stock split ratio | 20 | ||||||
Merger Agreement [Member] | Quanergy Common Stock [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Common stock convertible, conversion ratio | 0.1940 | ||||||
Merger Agreement [Member] | Quanergy Common Stock [Member] | Minimum [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Class of warrant or right conversion ratio | 1 | ||||||
Merger Agreement [Member] | Quanergy Common Stock [Member] | Maximum [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Class of warrant or right conversion ratio | 1 | ||||||
Common Class A [Member] | Merger Agreement [Member] | Quanergy Systems, Inc [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Number Shareholders of the Company | shares | 30,000 | 1,343,390 | |||||
Percentage of the shares with redemption rights | 0.022 | 0.973 | |||||
Right exercised to redeem shares for cash at redemption price per share | $ / shares | $ 201.36 | ||||||
Number of Redemption Right Shares Reversed | $ 6,000 | ||||||
Right exercised to redeem shares for cash at redemption | $ 270,500 | ||||||
Series B Preferred Stock [Member] | Merger Agreement [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Preferred Stock, Convertible, Conversion Ratio | 0.5771 | ||||||
Series C Preferred Stock [Member] | Merger Agreement [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Preferred Stock, Convertible, Conversion Ratio | 0.7155 | ||||||
PIPE Shares [Member] | Subscription Agreement [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Number of shares subscribed to purchase | shares | 184,750 | ||||||
Per share price of subscribed shares | $ / shares | $ 200 | ||||||
Value of subscribed shares | $ 37,000 |
Reverse Recapitalization - Summ
Reverse Recapitalization - Summary of Business Acquisition Elements Reconciled To Consolidated Financial Statements (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Mar. 31, 2022 | Sep. 30, 2022 | |
Schedule Of Business Acquisition Elements Reconciled To Consolidated Financial Statements [Line Items] | ||
Cash - CCAC's trust and cash (net of redemption) | $ 13,414 | |
Cash - PIPE | $ 36,950 | 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 |
Reverse Recapitalization - Su_2
Reverse Recapitalization - Summary of Number of Shares of Common Stock Issued Immediately Following The Consummation of The Business Combination (Detail) - shares | 9 Months Ended | |||
Sep. 30, 2022 | Dec. 31, 2021 | Feb. 13, 2021 | ||
Number Of Shares Of Common Stock Issued Immediately Following The Consummation Of The Business Combination [Line Items] | ||||
Common shares, shares outstanding | 7,077,402 | 2,850,876 | ||
Stock Issued During Period, Shares, New Issues | 4,170,459 | |||
Total Shares from Business Combination and PIPE Financing | 596,360 | |||
Legacy Quanergy Shares [Member] | ||||
Number Of Shares Of Common Stock Issued Immediately Following The Consummation Of The Business Combination [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | [1] | 3,574,099 | ||
PIPE [Member] | ||||
Number Of Shares Of Common Stock Issued Immediately Following The Consummation Of The Business Combination [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 184,750 | |||
Shares Issued Immediately following the consummation of the Business Combination [Member] | ||||
Number Of Shares Of Common Stock Issued Immediately Following The Consummation Of The Business Combination [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 4,170,459 | |||
Common Class A [Member] | ||||
Number Of Shares Of Common Stock Issued Immediately Following The Consummation Of The Business Combination [Line Items] | ||||
Less: redemption of CCAC Class A Ordinary Shares | (1,313,390) | |||
Common Class A [Member] | Prior to Business Combination [Member] | ||||
Number Of Shares Of Common Stock Issued Immediately Following The Consummation Of The Business Combination [Line Items] | ||||
Common shares, shares outstanding | 1,380,000 | 1,380,000 | ||
Common Class B [Member] | Prior to Business Combination [Member] | ||||
Number Of Shares Of Common Stock Issued Immediately Following The Consummation Of The Business Combination [Line Items] | ||||
Common shares, shares outstanding | 345,000 | |||
[1] (1) The number of Legacy Quanergy shares was determined as follows: |
Reverse Recapitalization - Su_3
Reverse Recapitalization - Summary of Number of Legacy Quanergy Shares (Detail) | 9 Months Ended | |
Sep. 30, 2022 shares | ||
Schedule Of Number Of Legacy Quanergy Shares [Line Items] | ||
Shares issued upon exercise of options - 2021 | 14,741 | |
Total | 4,170,459 | |
Legacy Quanergy Shares [Member] | ||
Schedule Of Number Of Legacy Quanergy Shares [Line Items] | ||
Balance at December 31, 2020 | 234,785 | |
Shares issued upon exercise of options - 2021 | 999 | |
Shares issued upon exercise of common stock warrants - 2021 | 115 | |
Issuance of restricted stock awards | 14,999 | |
Total | 3,574,099 | [1] |
Legacy Quanergy Shares With Exchange Ratio Effect [Member] | ||
Schedule Of Number Of Legacy Quanergy Shares [Line Items] | ||
Balance at December 31, 2020 | 911,017 | |
Shares issued upon exercise of options - 2021 | 3,878 | |
Shares issued upon exercise of common stock warrants - 2021 | 448 | |
Issuance of restricted stock awards | 58,199 | |
Total | 3,574,099 | |
2023 Notes (Member) | Legacy Quanergy Shares [Member] | ||
Schedule Of Number Of Legacy Quanergy Shares [Line Items] | ||
Conversion of 2023 Notes into common stock, Shares | 186,380 | [2] |
2023 Notes (Member) | Legacy Quanergy Shares With Exchange Ratio Effect [Member] | ||
Schedule Of Number Of Legacy Quanergy Shares [Line Items] | ||
Conversion of 2023 Notes into common stock, Shares | 723,223 | [2] |
Convertible Preferred Stock [Member] | Legacy Quanergy Shares [Member] | ||
Schedule Of Number Of Legacy Quanergy Shares [Line Items] | ||
Recapitalization applied to Convertible Preferred Stock outstanding at December 31, 2020 | 7,695,112 | |
Convertible Preferred Stock [Member] | Legacy Quanergy Shares With Exchange Ratio Effect [Member] | ||
Schedule Of Number Of Legacy Quanergy Shares [Line Items] | ||
Recapitalization applied to Convertible Preferred Stock outstanding at December 31, 2020 | 1,877,334 | |
[1] (1) The number of Legacy Quanergy shares was determined as follows: (2) The 2023 Notes convert into shares of common stock of Quanergy at the rate consistent with the terms of note agreement. |
Reverse Recapitalization - Addi
Reverse Recapitalization - Additional Information (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Reverse Recapitalization [Line Items] | |
Cash acquired from business acquisition and PIPE financing | $ 43.8 |
Business Combination, Acquisition Related Costs | 12.5 |
Payment Of Acquisition Related Fees | $ 9.5 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 4,830 | $ 2,292 |
Work in progress | 266 | 578 |
Finished goods | 497 | 372 |
Total inventory | $ 5,593 | $ 3,242 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Assets Current (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Sensata prepaid services | $ 8,801 | $ 0 |
Prepaid business insurance | 1,710 | 873 |
Prepaid other | 197 | 265 |
Total prepaid expenses and other current assets | $ 10,709 | $ 1,138 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property Plant and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 7,595 | $ 7,142 |
Less: accumulated depreciation and amortization | (5,931) | (5,234) |
Total property and equipment, net | 1,664 | 1,908 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 6,018 | 5,568 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 182 | 182 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,011 | 1,008 |
Computer Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 35 | 35 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 349 | $ 349 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |||
DepreciationAndAmortization | $ 200 | $ 697 | $ 720 |
Other Long-Term Assets - Schedu
Other Long-Term Assets - Schedule of Other Long-Term Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Other Assets, Noncurrent Disclosure [Abstract] | ||
Sensata prepaid services | $ 8,557 | $ 0 |
Deferred costs | 2,766 | 3,403 |
ROU asset | 1,119 | 0 |
Security deposit | 133 | 136 |
Total other long-term assets | $ 12,575 | $ 3,539 |
Other Current Liabilities - Sch
Other Current Liabilities - Schedule of Other Current Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Other Liabilities, Current [Abstract] | ||
GEM commitment fee | $ 2,302 | $ 0 |
Transaction fees payable | 2,000 | 0 |
Lease liability | 1,075 | 0 |
Restructuring liability | 122 | 293 |
Customer deposits | 200 | 200 |
Deferred revenue | 94 | 72 |
Derivative liability | 0 | 172 |
Total other current liabilities | $ 5,793 | $ 737 |
Other Long-Term Liabilities - S
Other Long-Term Liabilities - Schedule of Other Non Current Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Other Liabilities, Noncurrent [Abstract] | ||
Transaction fees payable | $ 7,660 | $ 0 |
Customer deposits | 750 | 750 |
Deferred revenue | 122 | 4 |
Other long-term liabilities | 759 | 49 |
Lease Liability | 44 | 0 |
Total other long-term liabilities | $ 9,335 | $ 803 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Information About The Company's Financial Assets and Liabilities That Are Measured at Fair Value On Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Financial Assets | ||
Prepaid expenses and other current assets (includes related party assets of $8,801 at September 30, 2022) | $ 10,709 | $ 1,138 |
Fair Value, Recurring [Member] | ||
Financial Assets | ||
Total assets | 6,881 | 26,031 |
Financial Liabilities | ||
Total liabilities | 241 | 26,189 |
Money Market Funds [Member] | Fair Value, Recurring [Member] | ||
Financial Assets | ||
Money market funds | 6,881 | 26,031 |
Warrant [Member] | Private Placement Warrants [Member] | Fair Value, Recurring [Member] | ||
Financial Liabilities | ||
Total liabilities | 241 | |
Debt Derivative Liabilities [Member] | Fair Value, Recurring [Member] | ||
Financial Liabilities | ||
Total liabilities | 26,189 | |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | ||
Financial Assets | ||
Total assets | 6,881 | 26,031 |
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | Fair Value, Recurring [Member] | ||
Financial Assets | ||
Money market funds | 6,881 | 26,031 |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | ||
Financial Liabilities | ||
Total liabilities | 241 | |
Fair Value, Inputs, Level 2 [Member] | Warrant [Member] | Private Placement Warrants [Member] | Fair Value, Recurring [Member] | ||
Financial Liabilities | ||
Total liabilities | 241 | |
Fair Value, Inputs, Level 2 [Member] | Debt Derivative Liabilities [Member] | Fair Value, Recurring [Member] | ||
Financial Liabilities | ||
Total liabilities | ||
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | ||
Financial Liabilities | ||
Total liabilities | 0 | 26,189 |
Fair Value, Inputs, Level 3 [Member] | Warrant [Member] | Private Placement Warrants [Member] | Fair Value, Recurring [Member] | ||
Financial Liabilities | ||
Total liabilities | $ 0 | |
Fair Value, Inputs, Level 3 [Member] | Debt Derivative Liabilities [Member] | Fair Value, Recurring [Member] | ||
Financial Liabilities | ||
Total liabilities | $ 26,189 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Changes in Level 3 Fair Value Instruments (Details) - Fair Value, Inputs, Level 3 [Member] - Warrant Liabilites [Member] - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended |
Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value beginning | $ 3,248 | $ 1,808 | ||
Change in fair value of Private Placement Warrants | (1,439) | (1,312) | $ (8,956) | $ (693) |
Settlement of Share-settled forward | $ (378) | |||
Transfer to Level 2 | (496) | |||
Fair Value at issuance of shares | 10,027 | |||
Fair Value Ending | $ 1,808 | $ 1,071 | $ 1,071 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands, shares in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jul. 25, 2022 | Jul. 22, 2022 | Jul. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Due to Related Parties, Noncurrent | $ 0 | $ 0 | $ 16,670 | |||
Short-term debt | 0 | 0 | 34,311 | |||
Change in fair value of the forward asset loss | 700 | 9,600 | ||||
GEM Agreement [Member] | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Number Of Consecutive Trading Days For Determining The Share Price | 40 days | 40 days | ||||
Fair value of the forward asset | 400 | $ 400 | ||||
Shares return under draw down agreement | 9.9 | |||||
Return Settlement Under Draw Down Agreement | $ 9,900 | |||||
Change in fair value of the forward asset loss | 700 | $ 9,600 | ||||
Debt Derivative Liabilities [Member] | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Gain from fair value of warrants | $ 300 | $ 3,000 | ||||
Convertible notes [Member] | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Convertible Notes Payable, Fair Value Disclosure | 99,000 | |||||
Convertible Notes Payable | 105,800 | |||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 38,600 | |||||
Long-term Debt | 16,200 | |||||
Due to Related Parties, Noncurrent | 16,700 | |||||
Short-term debt | $ 34,300 |
Common Stock - Summary of Stock
Common Stock - Summary of Stock By Class (Detail) | Feb. 08, 2022 shares | Sep. 30, 2022 |
Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Adjustment Of Recapitalization Effect Applied To Shares Outstanding | 7,695,112 | |
Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Adjustment Of Recapitalization Effect Applied To Shares Outstanding | 1,877,334 | |
Series Seed Convertible Preferred Stock (Legacy Quanergy) [Member] | ||
Class of Stock [Line Items] | ||
Common Stock Convertible Conversion Ratio | 0.1940 | |
Series Seed Convertible Preferred Stock (Legacy Quanergy) [Member] | Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Adjustment Of Recapitalization Effect Applied To Shares Outstanding | 2,231,248 | |
Series Seed Convertible Preferred Stock (Legacy Quanergy) [Member] | Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Adjustment Of Recapitalization Effect Applied To Shares Outstanding | 432,831 | |
Series Seed-2 Convertible Preferred Stock (Legacy Quanergy) [Member] | ||
Class of Stock [Line Items] | ||
Common Stock Convertible Conversion Ratio | 0.1940 | |
Series Seed-2 Convertible Preferred Stock (Legacy Quanergy) [Member] | Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Adjustment Of Recapitalization Effect Applied To Shares Outstanding | 495,417 | |
Series Seed-2 Convertible Preferred Stock (Legacy Quanergy) [Member] | Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Adjustment Of Recapitalization Effect Applied To Shares Outstanding | 96,101 | |
Series A Convertible Preferred Stock (Legacy Quanergy) [Member] | ||
Class of Stock [Line Items] | ||
Common Stock Convertible Conversion Ratio | 0.1940 | |
Series A Convertible Preferred Stock (Legacy Quanergy) [Member] | Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Adjustment Of Recapitalization Effect Applied To Shares Outstanding | 3,233,871 | |
Series A Convertible Preferred Stock (Legacy Quanergy) [Member] | Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Adjustment Of Recapitalization Effect Applied To Shares Outstanding | 627,352 | |
Series A Plus Convertible Preferred Stock (Legacy Quanergy) [Member] | ||
Class of Stock [Line Items] | ||
Common Stock Convertible Conversion Ratio | 0.1940 | |
Series A Plus Convertible Preferred Stock (Legacy Quanergy) [Member] | Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Adjustment Of Recapitalization Effect Applied To Shares Outstanding | 790,500 | |
Series A Plus Convertible Preferred Stock (Legacy Quanergy) [Member] | Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Adjustment Of Recapitalization Effect Applied To Shares Outstanding | 153,352 | |
Series B Convertible Preferred Stock (Legacy Quanergy) [Member] | ||
Class of Stock [Line Items] | ||
Common Stock Convertible Conversion Ratio | 0.5771 | 5,771 |
Series B Convertible Preferred Stock (Legacy Quanergy) [Member] | Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Adjustment Of Recapitalization Effect Applied To Shares Outstanding | 778,839 | |
Series B Convertible Preferred Stock (Legacy Quanergy) [Member] | Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Adjustment Of Recapitalization Effect Applied To Shares Outstanding | 449,474 | |
Series C Convertible Preferred Stock (Legacy Quanergy) [Member] | ||
Class of Stock [Line Items] | ||
Common Stock Convertible Conversion Ratio | 0.7155 | 7,155 |
Series C Convertible Preferred Stock (Legacy Quanergy) [Member] | Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Adjustment Of Recapitalization Effect Applied To Shares Outstanding | 165,237 | |
Series C Convertible Preferred Stock (Legacy Quanergy) [Member] | Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Adjustment Of Recapitalization Effect Applied To Shares Outstanding | 118,224 |
Common Stock - Summary of Sto_2
Common Stock - Summary of Stockholders' Equity Note, Warrants or Rights (Detail) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||
Shares | 1,494,670 | |
Public Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Shares | 689,999 | |
Exercise Price | $ 230 | |
Expiration | February 2027 | |
Private Placement Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Shares | 376,000 | |
Exercise Price | $ 230 | |
Expiration | February 2027 | |
GEM Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Shares | 169,896 | |
Exercise Price | $ 200 | $ 200 |
Expiration | February 2025 | |
2023 Notes Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Shares | 258,775 | |
Exercise Price | $ 0.20 | |
Expiration | March 2025 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Jul. 22, 2022 shares | Aug. 31, 2022 shares | Jul. 31, 2022 USD ($) | Jun. 30, 2022 | May 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) | Feb. 28, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Dec. 31, 2020 USD ($) $ / shares shares | Nov. 02, 2022 shares | Oct. 30, 2022 shares | Feb. 08, 2022 | Jun. 21, 2021 shares | Feb. 13, 2021 shares | |
Class of Stock [Line Items] | ||||||||||||||||||
Common Stock, Shares Authorized | shares | 4,003,595 | 300,000,000 | 300,000,000 | |||||||||||||||
Preferred Stock, Shares Authorized | shares | 10,000,000 | 10,000,000 | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 4,170,459 | |||||||||||||||||
Proceeds From Share Subscription Facility Provided By Business Acquired | $ 125,000,000 | |||||||||||||||||
Common Stock, Shares, Outstanding | shares | 2,850,876 | 7,077,402 | 7,077,402 | |||||||||||||||
Class of Warrant or Right, Outstanding | shares | 1,494,670 | 1,494,670 | ||||||||||||||||
Proceeds From Convertible Debt | $ 0 | $ 37,130,000 | ||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 17,602,000 | |||||||||||||||||
Change in fair value of the forward asset loss | $ 700,000 | 9,600,000 | ||||||||||||||||
Short-term debt | $ 34,311,000 | $ 0 | $ 0 | |||||||||||||||
The Extension Notes [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 314,901 | |||||||||||||||||
Proceeds From Convertible Debt | $ 48,700,000 | |||||||||||||||||
Public Warrants [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Class of Warrant or Right, Outstanding | shares | 689,999 | 689,999 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 230 | $ 230 | ||||||||||||||||
Number of trading days for determining the share price | 20 days | |||||||||||||||||
Number of consecutive trading days for determining the share price | 30 days | |||||||||||||||||
Share Price | $ / shares | 360 | $ 360 | ||||||||||||||||
Public Warrants [Member] | Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Share Price | $ / shares | $ 360 | 360 | ||||||||||||||||
Class of warrants redemption price per unit | $ / shares | $ 0.20 | |||||||||||||||||
Private Placement Warrants [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Class of Warrant or Right, Outstanding | shares | 376,000 | 376,000 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 230 | $ 230 | ||||||||||||||||
Two Thousand And Twenty Three Notes Warrants [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Class of Warrant or Right, Outstanding | shares | 258,775 | 258,775 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.20 | $ 0.20 | ||||||||||||||||
Class of warrants and rights issued during the period | shares | 176,358 | |||||||||||||||||
Class of warrants and rights issued price per warrant | $ / shares | $ 0.20 | $ 0.20 | ||||||||||||||||
Proceeds from Issuance of Private Placement | $ 16,100,000 | |||||||||||||||||
Warrants and rights outstanding, expire period | March 2025 | March 2025 | ||||||||||||||||
Proceeds allocated to the common stock warrants | $ 22,000,000 | $ 7,200,000 | ||||||||||||||||
Sensata Warrants [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Class of Warrant or Right, Outstanding | shares | 125,000 | |||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 17,600,000 | |||||||||||||||||
Warrants exercised for cash | 25,000 | |||||||||||||||||
Sensata Warrants [Member] | Prepaid Expenses and Other Current Assets [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Sensata prepaid services | 8,800,000 | |||||||||||||||||
Sensata Warrants [Member] | Other Noncurrent Assets [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Sensata prepaid services | $ 8,800,000 | |||||||||||||||||
GEM Warrants [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Class of Warrant or Right, Outstanding | shares | 169,896 | 169,896 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 200 | $ 200 | $ 200 | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 169,896 | |||||||||||||||||
GEM Agreement [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 600,000 | |||||||||||||||||
Percentage Price Used For Determining Average Closing Price | 0.90 | |||||||||||||||||
Proceeds From Share Subscription Facility Provided By Business Acquired | $ 125,000 | |||||||||||||||||
Warrants Fair Value Disclosure | $ 4,000,000 | $ 4,000,000 | ||||||||||||||||
Warrants Payable In Cash | 2,500,000 | |||||||||||||||||
Unamortized deferred offering costs | 2,300,000 | 2,300,000 | ||||||||||||||||
Line Of Credit commitment fee | 2,300,000 | |||||||||||||||||
Warrants issued | 4,000,000 | |||||||||||||||||
Asset Fair Value | 400,000 | 400,000 | ||||||||||||||||
Number of trading days for determining the share price | 30 days | |||||||||||||||||
Number of consecutive trading days for determining the share price | 40 days | 40 days | ||||||||||||||||
Draw down amount on GEM Agreement | $ 9,900,000 | |||||||||||||||||
Shares issued upon draw down of GEM agreement | shares | 1,314,159 | |||||||||||||||||
Settlement of Share-settled forward | $ 10,000 | |||||||||||||||||
Percentage of average trading price to determine other values. | 90% | 90% | ||||||||||||||||
Change in fair value of the forward asset loss | 700,000 | 9,600,000 | ||||||||||||||||
cash consideration | $ 1,700,000 | $ 1,700,000 | ||||||||||||||||
Common stock, shares returned upon settlement | shares | 56,729 | 280,000 | 280,000 | |||||||||||||||
Warrant exercisable , percent | 2.50% | |||||||||||||||||
Except Series B And Series C Convertible Preferred Stock (Legacy Quanergy) [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Common Stock Convertible Conversion Ratio | 1,940 | 1,940 | ||||||||||||||||
Series B Convertible Preferred Stock (Legacy Quanergy) [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Common Stock Convertible Conversion Ratio | 5,771 | 5,771 | 0.5771 | |||||||||||||||
Series C Convertible Preferred Stock (Legacy Quanergy) [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Common Stock Convertible Conversion Ratio | 7,155 | 7,155 | 0.7155 | |||||||||||||||
Common Class A [Member] | Prior to Business Combination [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Common Stock, Shares, Outstanding | shares | 1,380,000 | 1,380,000 | 1,380,000 | |||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Class of Warrant or Right, Outstanding | shares | 2,940,000 | 2,940,000 | ||||||||||||||||
Maximum [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Common Stock, Shares Authorized | shares | 310,000,000 | 310,000,000 |
Stock-Based Compensation Expe_3
Stock-Based Compensation Expense - Summary of Share-Based Payment Arrangement, Option, Activity (Detail) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares, Outstanding - December 31, 2021 | shares | 197,637 | |
Number of shares, Options granted | shares | 0 | |
Number of shares, Options exercised | shares | (14,741) | |
Number of shares, Options cancelled | shares | (5,308) | |
Number of shares, Options expired | shares | 0 | |
Number of shares, Outstanding at September 30, 2022 | shares | 177,588 | 197,637 |
Number of shares, Vested and exercisable - September 30, 2022 | shares | 166,418 | |
Number of shares, Vested and expected to vest - September 30, 2022 | shares | 177,588 | |
Weighted average exercise price per share, Outstanding - December 31, 2021 | $ / shares | $ 138.20 | |
Weighted average exercise price per share, Options granted | $ / shares | 0 | |
Weighted average exercise price per share, Options exercised | $ / shares | 5.05 | |
Weighted average exercise price per share, Options cancelled | $ / shares | 199.37 | |
Weighted average exercise price per share, Options expired | $ / shares | 0 | |
Weighted average exercise price per share, Outstanding at September 30, 2022 | $ / shares | 147.56 | $ 138.20 |
Weighted average exercise price per share, Vested and exercisable - September 30, 2022 | $ / shares | 140.29 | |
Weighted average exercise price per share, Vested and expected to vest - September 30, 2022 | $ / shares | $ 147.56 | |
Weighted average contractual term (in years), Outstanding at December 31, 2021 | 4 years 6 months 10 days | 5 years 1 month 17 days |
Weighted average contractual term (in years), Outstanding at September 30, 2022 | 4 years 6 months 10 days | 5 years 1 month 17 days |
Weighted average contractual term (in years), Vested and exercisable - September 30, 2022 | 4 years 4 months 9 days | |
Weighted average contractual term (in years), Vested and expected to vest - September 30, 2022 | 4 years 6 months 10 days | |
Aggregate intrinsic value, Outstanding - December 31, 2021 | $ | $ 15,398,000 | |
Aggregate intrinsic value, Outstanding - September 30, 2022 | $ | 9,120 | $ 15,398,000 |
Aggregate intrinsic value, Vested and exercisable - September 30, 2022 | $ | 9,120 | |
Aggregate intrinsic value, Vested and expected to vest - September 30, 2022 | $ | $ 9,120 |
Stock-Based Compensation Expe_4
Stock-Based Compensation Expense - Summary of Share-Based Payment Arrangement, Restricted Stock And Restricted Stock Unit, Activity (Detail) - Restricted Stock Units (RSUs) [Member] | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Schedule Of Share Based Compensation Restricted Stock And Restricted Stock Units Activity [Line Items] | |
Number of Unvested shares, Outstanding as of December 31, 2021 | shares | 565,005 |
Number of shares, Granted | shares | 415,210 |
Number of shares, Vested | shares | (437,106) |
Number of shares, Forfeited or cancelled | shares | (44,054) |
Number of Unvested Shares, Outstanding as of September 30, 2022 | shares | 499,055 |
Weighted average grant date fair value, Outstanding as of December 31, 2021 | $ / shares | $ 137.94 |
Weighted average grant date fair value, Granted | $ / shares | 22.11 |
Weighted average grant date fair value, Vested | $ / shares | 126.41 |
Weighted average grant date fair value, Forfeited or cancelled | $ / shares | 75.75 |
Weighted average grant date fair value, Outstanding as of September 30, 2022 | $ / shares | $ 56.85 |
Stock-Based Compensation Expe_5
Stock-Based Compensation Expense - Summary of Share-Based Payment Arrangement, Expensed And Capitalized, Amount (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 4,708 | $ 3,348 | $ 61,520 | $ 10,654 |
Cost of Sales [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 179 | 16 | 1,016 | 57 |
Research and Development Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 1,321 | 415 | 10,462 | 1,311 |
Selling and Marketing Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 1,012 | 211 | 6,854 | 653 |
General and Administrative Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 2,196 | $ 2,706 | $ 43,188 | $ 8,633 |
Stock-Based Compensation Expe_6
Stock-Based Compensation Expense - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Feb. 08, 2022 | Jan. 28, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 4,708 | $ 3,348 | $ 61,520 | $ 10,654 | ||
Share-based Payment Arrangement, Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation expense related to non-vested stock options | 800 | $ 800 | ||||
Expected weighted-average period of recognition for unrecognized compensation expense | 1 year 1 month 2 days | |||||
Restricted Stock Units (RSUs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expected weighted-average period of recognition for unrecognized compensation expense | 2 years 3 months 25 days | |||||
Stock-based compensation expense | 3,900 | $ 58,800 | ||||
Share based payment arrangement nonvested award excluding option, cost not yet recognized amount | $ 24,800 | $ 24,800 | ||||
Two Thousand and Thirteen Equity Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock capital shares reserved for future issuance increase | 75,000 | |||||
Two Thousand and Twenty Two Equity Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock capital shares reserved for future issuance | 679,507 | |||||
Employee Stock Purchase Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 41,706 | 41,706 | ||||
Share based payment award cumulative annual increase percentage of fully diluted Common Stock | 1% | 1% | ||||
Share based payment award cumulative annual increase percentage | 200% | 200% |
Borrowing Arrangements - Summar
Borrowing Arrangements - Summary of Estimated Fair Value of The 2022 And 2023 Notes Embedded Derivative (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
2022 Notes embedded derivative [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value beginning | $ 172 |
Change in fair value | 141 |
Fair value prior to Closing | 313 |
Payoff of 2022 Notes | (313) |
Fair value ending | 0 |
2023 Notes embedded derivative [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value beginning | 26,017 |
Change in fair value | 3,636 |
Fair value prior to Closing | 29,653 |
Conversion of 2023 Notes | (29,653) |
Fair value ending | $ 0 |
Borrowing Arrangements - Schedu
Borrowing Arrangements - Schedule of Interest Expense (Detail) - Two Thousand Twenty Two Notes And Two Thousand Twenty Three Notes [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | |||
Contractual interest expense | $ 2,422 | $ 1,052 | $ 6,545 |
Accretion of debt discount | 3,406 | 38,757 | 8,093 |
Accretion of debt issuance costs | 83 | 223 | 238 |
Total interest expense | $ 5,911 | $ 40,032 | $ 14,876 |
Borrowing Arrangements - Additi
Borrowing Arrangements - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2018 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||||
Gain (loss) on Extinguishment of Debt | $ 0 | $ 2,515 | |||
2022 Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument face amount | $ 25,500 | ||||
Debt instrument maturity month year | 2022-03 | ||||
Debt instrument interest rate stated percentage | 1.50% | ||||
Debt instrument additional interest rate stated percentage | 8% | ||||
Gain (loss) on Extinguishment of Debt | 300 | ||||
Debt issuance costs gross | $ 900 | ||||
2023 Initial Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument face amount | $ 16,100 | ||||
2023 Extension Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument face amount | $ 48,700 | ||||
2023 Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument maturity month year | 2023-03 | ||||
Debt instrument interest rate stated percentage | 10% | ||||
Debt issuance costs gross | 400 | ||||
Percentage of principal amount of debt redeemed. | 200% | ||||
Debt instrument convertible fair value of derivative component | $ 5,200 | ||||
Debt instrument convertible fair value of equity component | $ 7,200 | ||||
Debt instrument convertible fair value of derivative component | 17,500 | ||||
Debt instrument convertible fair value of equity component | 22,000 | ||||
Interest Expense | $ 36,700 | ||||
Debt issuance costs allocation to derivative component | 300 | ||||
Debt issuance costs allocation to equity component | $ 100 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related To Leases (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating leases | $ 217 | $ 573 |
LeaseAssetsObtainedInExchangeForLeaseObligations | ||
Operating leases | $ 1,113 | $ 1,113 |
Leases - Summary of Maturities
Leases - Summary of Maturities of The Operating Lease Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Jan. 01, 2022 |
Lessee Disclosure [Abstract] | ||
2022 (remaining nine months) | $ 305 | |
2023 | 825 | |
2024 | 34 | |
Total undiscounted lease payments | 1,164 | |
Less: imputed interest | (45) | |
Lease liability | $ 1,119 | $ 500 |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Rental Payments For Operating Leases (Detail) $ in Thousands | Dec. 31, 2021 USD ($) |
Lessee, Lease, Description [Line Items] | |
2022 | $ 459 |
2023 | 4 |
Total minimum payments | 463 |
Lease Termination Agreement [Member] | |
Lessee, Lease, Description [Line Items] | |
2022 | 293 |
2023 | 49 |
Total minimum payments | $ 342 |
Leases - Summary of weighted av
Leases - Summary of weighted average remaining lease term (Details) | Sep. 30, 2022 |
Lessee Disclosure [Abstract] | |
Weighted average remaining lease term (in years) | 1 year |
Weighted average discount rate | 8.70% |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jan. 01, 2022 | Dec. 31, 2021 | |
Lessee Disclosure [Abstract] | ||||||
Operating lease expense | $ 200 | $ 500 | ||||
Lease costs | 100 | |||||
Operating lease right-of-use asset | 1,100 | 1,100 | $ 500 | |||
Operating lease liability current | $ 1,075 | $ 1,075 | $ 0 | |||
Operating leases, rent expense, net | $ 100 | $ 500 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ 0 | $ 5 | $ 6 | $ 15 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2022 | Feb. 08, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Loss contingency estimate of possible loss | $ 2,500 | ||||
Inventory held by contract manufacturer | $ 1,600 | $ 1,600 | $ 1,600 | ||
Vendor contract liability | 300 | 300 | $ 300 | ||
Retention bonus | 4,600 | 4,600 | $ 4,600 | ||
Retention bonus current | 2,200 | 2,200 | |||
Accrued expenses | 1,400 | 1,400 | |||
Other employee-related liabilities, non current | 800 | 800 | |||
General and administrative [Member] | |||||
Loss contingency estimate of possible loss | 2,750 | 2,750 | |||
Cost of good sold [Member] | |||||
Retention bonus expense | 100 | ||||
Operating Expense [Member] | |||||
Retention bonus expense | $ 800 | $ 2,100 |
Segment Information and Geogr_3
Segment Information and Geographic Information - Summary of Revenue by Geographical Region (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Geographic Areas Revenues From External Customers [Line Items] | ||||
Total net sales | $ 2,324 | $ 1,137 | $ 4,880 | $ 2,425 |
Americas [Member] | ||||
Geographic Areas Revenues From External Customers [Line Items] | ||||
Total net sales | 1,775 | 308 | 2,572 | 604 |
Asia [Member] | ||||
Geographic Areas Revenues From External Customers [Line Items] | ||||
Total net sales | 379 | 684 | 1,511 | 1,475 |
Europe Middle East And Africa [Member] | ||||
Geographic Areas Revenues From External Customers [Line Items] | ||||
Total net sales | $ 170 | $ 145 | $ 797 | $ 346 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Basic and Diluted Net Income (Loss) Per Ordinary Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||||
Net loss attributable to common stockholder, basic and diluted | $ (17,652) | $ (25,674) | $ (104,682) | $ (18,999) | $ (20,467) | $ (14,714) | $ (148,008) | $ (54,180) |
Weighted average shares of common stock outstanding, basic and diluted | 6,824,212 | 3,463,403 | 5,793,554 | 3,320,498 | ||||
Net loss per share attributable to common stockholder, basic and diluted | $ (2.59) | $ (5.49) | $ (25.55) | $ (16.32) |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per share (Detail) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,912,538 | 916,235 |
Public Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 689,999 | 0 |
Private Placement Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 376,000 | 0 |
GEM Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 169,896 | 0 |
Stock options and RSUs issued and outstanding [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 676,643 | 719,502 |
Convertible notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 196,733 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jun. 21, 2021 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Due to related parties | $ 1,070 | $ 1,070 | $ 0 | ||||
Number Of Common Stock Warrants Issued To Related Parties | 245,043 | ||||||
Expenses recognized on awards | 4,708 | $ 3,348 | $ 61,520 | $ 10,654 | |||
Stock Issued During Period Shares To Reimburse A Related Party For Merger related Expenses | 43,150 | ||||||
Related Party Merger Related Expenses Amount | $ 1,700 | ||||||
Related Party Debt Accrued Interest | $ 0 | 2,300 | $ 1,700 | 6,100 | |||
Related Party Private Placement Warrants [Member] | |||||||
Number Of Warrants Held By A Related Party | 329,000 | 329,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 230 | $ 230 | |||||
Related Party Restricted Stock Units [Member] | |||||||
Number of units granted to related parties | 257,484 | 148,186 | |||||
Aggregate fair value of units granted to related parties | $ 4,100 | $ 20,100 | |||||
Expenses recognized on awards | $ 2,300 | $ 24,900 | |||||
Number of Shares Owned By Related party | 301,875 | 301,875 | |||||
Related Party Restricted Stock Units [Member] | Share Price Equals Or Exceeds Twelve Dollar Per Share [Member] | |||||||
Share price | $ 240 | $ 240 | |||||
Number Of Trading Days For Determining The Share Price | 20 days | ||||||
Number Of Consecutive Trading Days For Determining The Share Price | 30 days | ||||||
Related Party Restricted Stock Units [Member] | Share Price Equals Or Exceeds Twelve Dollar Per Share [Member] | Maximum [Member] | |||||||
Number Of Days Commencing After The Closing Date For Determining Share Price | 150 days | ||||||
Convertible Promissory Notes [Member] | |||||||
Interest rate | 10% | ||||||
Maturity | March 2023 | ||||||
February 2016 Collaborative Agreement [Member] | |||||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 | |||
Collaborative Arrangement One [Member] | |||||||
Expenses incurred under the arrangement | 0 | 200 | |||||
Sensata Technology Inc [Member] | Collaborative Agreement [Member] | |||||||
Related Party Investment In The Initial Closing Of The Offering Of Convertible Preferred Stock | $ 50,000 | 50,000 | |||||
Total purchase amount of equipment | 1,000 | 1,000 | |||||
Sensata Technology Inc [Member] | Collaborative Arrangement One [Member] | |||||||
Revenues | $ 0 | ||||||
Number Of Warrants Issued During Period Shares In Exchange For Services Of Related Party | 125,000 | ||||||
Fair Value Of Warrants | $ 17,600 | 23,300 | |||||
Investor [Member] | Convertible Promissory Notes [Member] | |||||||
Debt instrument face amount | 64,800 | ||||||
Convertible Promissory Notes Issued To Four Related Parties [Member] | Convertible Promissory Notes [Member] | |||||||
Debt instrument face amount | $ 27,200 |
Subsequent Events (Additional I
Subsequent Events (Additional Information) (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | |||||||
Nov. 02, 2022 USD ($) shares | Oct. 31, 2022 shares | Oct. 30, 2022 USD ($) $ / shares shares | Oct. 03, 2022 USD ($) Employee shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) | Apr. 28, 2023 $ / shares | Dec. 31, 2021 shares | |
Subsequent Event [Line Items] | ||||||||
Additional shares of Common Stock Purchasd | $ | $ 17,602 | $ 21,970 | ||||||
Additional warrants purchased | 1,494,670 | |||||||
Stockholders' Equity, Reverse Stock Split | On October 6, 2022, the Company effected a 1-for-20 reverse stock split of its Common Stock. The accompanying condensed consolidated financial statements and footnotes retroactively reflect the impact of this reverse stock split on the Company’s Common Stock and per share amounts. | |||||||
Common stock shares sold | 7,077,402 | 2,850,876 | ||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Additional shares of Common Stock Purchasd | $ | $ 1,470,000 | |||||||
Additional warrants purchased | 2,940,000 | 2,940,000 | ||||||
Share price | $ / shares | $ 1.87 | |||||||
Total shares issued | 9,800,000 | 392,000 | ||||||
Gross proceeds from public offering | $ | $ 16,700 | |||||||
Shares issued percentage | 4% | |||||||
Underwriting Expenses | $ | $ 15,400 | |||||||
Common units, warrants | 19,800,000 | |||||||
Common stock shares sold | 9,800,000 | |||||||
Number of shares stock sold | 9,800,000 | |||||||
Warrant purchase term period | 5 years | |||||||
Subsequent Event [Member] | GEM Drawdown | ||||||||
Subsequent Event [Line Items] | ||||||||
Cash received | $ | $ 1,700 | |||||||
Reduction in staff percentage | 11% | |||||||
Expected severance expenses | $ | $ 130 | |||||||
Shares returned to the Company | 280,000 | |||||||
Subsequent Event [Member] | Options Warrants [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Additional warrants purchased | 2,940,000 | |||||||
Common stock shares sold | 2,940,000 | |||||||
Subsequent Event [Member] | Corporate Restructuring Before Member | GEM Drawdown | ||||||||
Subsequent Event [Line Items] | ||||||||
Full time employee | Employee | 141 | |||||||
Subsequent Event [Member] | Corporate Restructuring After Member | GEM Drawdown | ||||||||
Subsequent Event [Line Items] | ||||||||
Full time employee | Employee | 126 | |||||||
Subsequent Event [Member] | Underwritten Public Offering | ||||||||
Subsequent Event [Line Items] | ||||||||
Exercise Price | $ / shares | $ 1.70 | |||||||
Number of shares stock sold | 9,800,000 | |||||||
Warrant purchase term period | 5 years | |||||||
Public offering price per unit | $ / shares | $ 1.70 |