Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 10, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
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 | 92,695,116 | |
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 $11.50 per share | |
Trading Symbol | QNGY WS | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 21,176 | $ 26,106 |
Restricted cash | 70 | 70 |
Accounts receivable, net of allowance for doubtful accounts of $224 at March 31, 2022 and December 31, 2021 | 984 | 645 |
Inventory | 3,295 | 3,242 |
Prepaid expenses and other current assets | 13,138 | 1,138 |
Total current assets | 38,663 | 31,201 |
Property and equipment, net | 1,882 | 1,908 |
Other long-term assets | 11,718 | 3,539 |
Total assets | 52,263 | 36,648 |
Current liabilities | ||
Accounts payable | 4,196 | 2,375 |
Accrued expenses | 2,567 | 2,435 |
Accrued settlement liability | 2,500 | 2,500 |
Other current liabilities | 3,320 | 737 |
Short-term debt | 0 | 34,311 |
Related party payable | 1,070 | 0 |
Total current liabilities | 13,653 | 42,358 |
Long-term debt | 0 | 16,153 |
Long-term debt - related party | 0 | 16,670 |
Derivative liability | 1,808 | 26,017 |
Other long-term liabilities | 10,739 | 803 |
Total liabilities | 26,200 | 102,001 |
Commitments and contingencies (Note 15) | ||
Stockholders' equity / (deficit): | ||
Common stock, $0.0001 par value. 300,000,000 and 80,071,901 shares authorized as of March 31, 2022 and December 31, 2021, respectively; 98,498,731 and 57,020,151 shares issued and outstanding as of March 31, 2022 and December 31, 2021 respectively. | 10 | 6 |
Additional paid-in capital | 438,404 | 242,299 |
Accumulated other comprehensive loss | (72) | (61) |
Accumulated deficit | (412,279) | (307,597) |
Total stockholders' equity / (deficit) | 26,063 | (65,353) |
Total liabilities and stockholders' equity / (deficit) | $ 52,263 | $ 36,648 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Common shares, par value | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 300,000,000 | 80,071,901 |
Common shares, shares issued | 98,498,731 | 57,020,151 |
Common shares, shares outstanding | 98,498,731 | 57,020,151 |
Accounts receivable, allowance for credit loss, current | $ 224 | $ 224 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Net sales | $ 1,367,000 | $ 383,000 |
Cost of goods sold | 1,853,000 | 497,000 |
Gross loss | (486,000) | (114,000) |
Operating expenses: | ||
Research and development | 12,824,000 | 4,357,000 |
Sales and marketing | 7,196,000 | 1,745,000 |
General and administrative | 41,792,000 | 2,493,000 |
Operating expenses | 61,812,000 | 8,595,000 |
Loss from operations | (62,298,000) | (8,709,000) |
Other income (expense): | ||
Interest expense, net | (40,044,000) | (3,684,000) |
Other expense, net | (2,337,000) | (2,317,000) |
Loss before income taxes | (104,679,000) | (14,710,000) |
Income tax provision | (3,000) | (4,000) |
Net loss | $ (104,682,000) | $ (14,714,000) |
Net loss attributable per share to common stockholders, basic and diluted | $ (1.19) | $ (0.23) |
Weighted-average shares used to compute net loss attributable per share to common stockholders, basic and diluted | 87,705,256 | 62,811,287 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Net loss | $ (104,682) | $ (14,714) |
Other comprehensive loss (net of tax): | ||
Foreign currency translation gain (loss) | (11) | 5 |
Comprehensive loss | $ (104,693) | $ (14,709) |
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] | 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 Deficit [Member]Revision of Prior Period, Adjustment [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Other Comprehensive Loss [Member]Previously Reported [Member] | Accumulated Other Comprehensive Loss [Member]Revision of Prior Period, Adjustment [Member] |
Beginning balance at Dec. 31, 2020 | $ (35,826) | $ (188,804) | $ 152,978 | $ 152,978 | $ (152,978) | $ 5 | $ 0 | $ 5 | $ 208,283 | $ 55,310 | $ 152,973 | $ (244,053) | $ (244,053) | $ (61) | $ (61) | |||
Beginning balance, shares at Dec. 31, 2020 | 7,695,112 | (7,695,112) | 55,769,556 | 4,696,352 | 51,073,204 | |||||||||||||
Issuance of common stock warrants | 21,971 | 21,971 | ||||||||||||||||
Issuance of Restricted Stock Awards ("RSAs") | 563 | 563 | ||||||||||||||||
Issuance of Restricted Stock Awards ("RSAs"), shares | 1,163,984 | |||||||||||||||||
Stock-based compensation | 1,017 | 1,017 | ||||||||||||||||
Shares issued upon exercise of options | 74 | 74 | ||||||||||||||||
Shares issued upon exercise of options, shares | 77,595 | |||||||||||||||||
Other comprehensive gain (loss) | 5 | 5 | ||||||||||||||||
Net income (loss) | (14,714) | (14,714) | ||||||||||||||||
Ending balance at Mar. 31, 2021 | (26,910) | $ 0 | $ 5 | 231,908 | (258,767) | (56) | ||||||||||||
Ending balance, shares at Mar. 31, 2021 | 0 | 57,011,135 | ||||||||||||||||
Beginning balance at Dec. 31, 2021 | (65,353) | $ (218,331) | $ 152,978 | $ 0 | $ 152,978 | $ (152,978) | $ 6 | $ 1 | $ 5 | 242,299 | $ 89,326 | $ 152,973 | (307,597) | $ (307,597) | $ 0 | (61) | $ (61) | $ 0 |
Beginning balance, shares at Dec. 31, 2021 | 0 | 7,695,112 | (7,695,112) | 57,020,151 | 5,018,676 | 52,001,475 | ||||||||||||
Conversion of 2023 Notes into common stock | 101,978 | $ 0 | $ 1 | 101,977 | 0 | 0 | ||||||||||||
Conversion of 2023 Notes into common stock, Shares | 0 | 14,464,992 | ||||||||||||||||
Issuance of common stock upon the reverse capitalization, net of offering costs | (9,151) | $ 1 | (9,152) | |||||||||||||||
Issuance of common stock upon the reverse capitalization, net of offering costs, Shares | 8,232,204 | |||||||||||||||||
Offering cost in connection with Business Combination and PIPE financing | (12,450) | (12,450) | ||||||||||||||||
Issuance of PIPE shares | 36,950 | 36,950 | ||||||||||||||||
Issuance of PIPE shares, shares | 3,695,000 | |||||||||||||||||
Subsequent issuance of shares for offering costs incurred in connection with Business Combination and PIPE financing | 9,531 | $ 1 | 9,530 | |||||||||||||||
Subsequent issuance of shares for offering costs incurred in connection with Business Combination and PIPE financing, shares | 4,803,641 | |||||||||||||||||
Issuance of common stock upon vesting of restricted stock units ("RSUs") | 1 | $ 1 | ||||||||||||||||
Issuance of common stock upon vesting of restricted stock units ("RSUs"), shares | 7,177,204 | |||||||||||||||||
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 | 197,875 | 197,875 | ||||||||||||||||
Shares issued upon exercise of common stock warrants | $ 29 | 29 | ||||||||||||||||
Shares issued upon exercise of common stock warrants, shares | 2,907,664 | |||||||||||||||||
Other comprehensive gain (loss) | (11) | (11) | ||||||||||||||||
Net income (loss) | (104,682) | (104,682) | ||||||||||||||||
Ending balance at Mar. 31, 2022 | $ 26,063 | $ 0 | $ 10 | $ 438,404 | $ (412,279) | $ (72) | ||||||||||||
Ending balance, shares at Mar. 31, 2022 | 0 | 98,498,731 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (104,682) | $ (14,714) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 51,561 | 1,581 |
Non-cash interest expense | 40,046 | 3,685 |
Change in fair value of derivative liabilities | 2,337 | 2,317 |
Non-cash bonus expense | 526 | |
Depreciation and amortization | 228 | 251 |
Non-cash lease expense | 174 | 0 |
Paid-in-kind interest and accrued interest on repayment of 2022 Notes | (9,341) | 0 |
Other | 0 | 4 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (339) | 329 |
Inventory | (52) | 146 |
Prepaid expenses and other current assets | (3,199) | 153 |
Other long-term assets | (3) | (825) |
Accounts payable | 327 | 1,104 |
Accrued expenses | (196) | (567) |
Other current liabilities | (218) | (9) |
Other long-term liabilities | 85 | (73) |
Net cash used in operating activities | (22,746) | (6,618) |
Cash flows from investing activities | ||
Purchases of property and equipment | (202) | 0 |
Net cash used in investing activities | (202) | 0 |
Cash flows from financing activities | ||
Related party proceeds from PIPE financing | 36,950 | 0 |
Proceeds from Business Combination and PIPE financing | 13,414 | 0 |
Payments of offering costs | (6,609) | 0 |
Repayment of 2022 Notes | (25,813) | 0 |
Proceeds from exercise of stock options | 58 | 74 |
Proceeds from exercise of common stock warrants | 29 | 0 |
Proceeds from issuance of convertible notes | 0 | 37,186 |
Proceeds from issuance of convertible notes to related parties | 0 | 11,475 |
Net cash provided by financing activities | 18,029 | 48,735 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (11) | 5 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (4,930) | 42,122 |
Cash, cash equivalents and restricted cash at beginning of period | 26,176 | 7,668 |
Cash, cash equivalents and restricted cash at end of period | 21,246 | 49,790 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the period for interest | 9,326 | 0 |
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 | 15,955 | 0 |
Offering costs paid in common stock | 9,531 | 0 |
GEMS commitment fee | 2,500 | 0 |
Unpaid offering costs | 1,229 | 0 |
Fair value of debt derivative liabilities related to issuance of convertible notes | 0 | 17,540 |
Unpaid debt issuance costs | $ 0 | $ 46 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | (1) Basis of Presentation and Summary of Significant Accounting Policies (a) 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 (b) 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., (“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 26,867,796 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 $10.07 per share, for an aggregate redemption amount of $270.5 million. On the Closing Date, holders of 600,000 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 3.8799 (“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 3.8799; Series B and Series C were converted using ratios of 11.5423 and 14.3118, 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 3,695,000 shares (the “PIPE Shares”) of Common Stock at a price of $10.00 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 close of the Business Combination. The Company’s common stock and warrants are now listed on the New York Stock Exchange under the symbols “QNGY” and “QNGY WS”. 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. (c) 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 March 31, 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 filed as Exhibit 99.1 to the Company’s Form 8-K/A 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 March 31, 2022, the results of operations, including its comprehensive loss, and stockholders’ equity/(deficit) for the three months ended March 31, 2022 and 2021, and the statement of cash flows for the three months ended March 31, 2022 and 2021. All adjustments are of a normal recurring nature. The results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending December 31, 2022. (d) 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 three months ended March 31, 2022. See “Recently Adopted Accounting Pronouncements” and “Note 13 – Leases” related to the adoption of ASC 842. (e) 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 gives 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, once the effectiveness of the resale S-1 Registration Statement and other requirements are completed, which is expected to occur in the second quarter of FY 2022. Should the company not be able to access the GEM facility, 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 three months ended March 31, 2022. These condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. (f) Impact of Covid-19 The extensive impact of the pandemic caused by the novel coronavirus (“COVID-19”) COVID-19, stay-at-home With respect to the Company’s results of operations, sales for the three months ended March 31, 2022 and for the full years of 2021 and 2020 were heavily impacted by Covid-19 primarily due to the delay of projects and slowing overall business activity, as well as, in certain cases, the inability to physically access customer sites. Despite these setbacks, we reacted quickly to help offset the negative cash flow impacts of these factors with key elements of our cash preservation plan in 2020 including furloughing nearly While business conditions improved significantly year over year, over the last four quarters including, the three months ended March 31, 2022, broader implications of the COVID-19 COVID-19, (g) Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (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 (iii) not to recognize right-of-use 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 Debt—Modifications and Extinguishments 470-50), Compensation—Stock Compensation Derivatives and Hedging—Contracts in Entity’s Own Equity 815-40): condensed (h) Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses 2016-13 In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options 470-20) Derivatives and Hedging — Contracts in Entity’s Own Equity 815- if-converted |
Reverse Recapitalization
Reverse Recapitalization | 3 Months Ended |
Mar. 31, 2022 | |
Reverse Recapitalization [Abstract] | |
Reverse Recapitalization | (2) Reverse Recapitalization The Business Combination was accounted for as a reverse recapitalization for financial accounting and reporting purposes. Accordingly, Legacy Quanergy was deemed the accounting acquirer (and legal acquiree) and CCAC was treated as the accounting acquiree (and legal acquirer). Under this method of accounting, the reverse recapitalization was treated as the equivalent of Legacy Quanergy issuing stock for the net assets of CCAC, accompanied by a recapitalization. The net assets of CCAC are reflected at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities, and results of operations prior to the Business Combination are those of Legacy Quanergy. The shares and corresponding capital amounts and earnings per share available for common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the Exchange Ratio. Upon the closing of the Business Combination and the PIPE Financing, the Company received net cash proceeds of $43.8 million. The following table reconciles the elements of the Business Combination to the condensed consolidated statements of cash flows and the condensed consolidated statements of stockholders’ equity for the three months ended March 31, 2022 (in thousands): Cash - CCAC’s trust and cash (net of redemption) $ 13,414 Cash - PIPE 36,950 Less: transaction costs and advisory fees paid (6,609 ) Net cash from Business Combination and PIPE Financing 43,755 Less non-cash (15,955 ) Net contributions from Business Combination and PIPE Financing $ 27,800 The number of shares of common stock issued immediately following the consummation of the Business Combination were: CCAC Class A Ordinary Shares, outstanding prior to Business Combination 27,600,000 CCAC Class B Ordinary Shares, outstanding prior to Business Combination 6,900,000 Less: redemption of CCAC Class A Ordinary Shares (26,267,796 ) Shares issued from PIPE Financing 3,695,000 Total Shares from Business Combination and PIPE Financing 11,927,204 Legacy Quanergy shares (1) 71,485,143 Total shares of common stock immediately after Business Combination 83,412,347 (1) The number of Legacy Quanergy shares was determined as follows: Quanergy shares Quanergy effected for Exchange Ratio Balance at December 31, 2020 4,696,352 18,221,534 Recapitalization applied to Convertible Preferred Stock outstanding at December 31, 2020 7,695,112 37,548,022 Shares issued upon exercise of options - 2021 20,000 77,595 Shares issued upon exercise of common stock warrants - 2021 2,324 9,016 Issuance of restricted stock awards 300,000 1,163,984 Conversion of 2023 Notes (2) 3,728,147 14,464,992 Total 71,485,143 (2) The 2023 Notes convert into shares of common stock of Quanergy at the rate consistent with the terms of note agreement. In connection with the Business Combination, the Company incurred direct and incremental costs of approximately $12.5 million related to legal, accounting, and other professional fees, which were offset against the Company’s additional paid-in |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | (3) Inventory Inventory consisted of the following as of March 31, 2022 and December 31, 2021, respectively (in thousands): March 31, 2022 December 31, 2021 Raw materials $ 2,513 $ 2,292 Work in progress 677 578 Finished goods 105 372 Total inventory $ 3,295 $ 3,242 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 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 as of March 31, 2022 and December 31, 2021, respectively (in thousands): March 31, 2022 December 31, 2021 Sensata prepaid services $ 8,801 $ — Prepaid business insurance 4,222 873 Prepaid other 115 265 Total prepaid expenses and other current assets $ 13,138 $ 1,138 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | (5) Property and Equipment, Net Property and equipment, net consist of the following as of March 31, 2022 and December 31, 2021, respectively (in thousands): March 31, 2022 December 31, 2021 Machinery and equipment $ 5,770 $ 5,568 Furniture and fixtures 182 182 Computer equipment 1,008 1,008 Computer software 35 35 Leasehold improvements 349 349 Total property and equipment 7,344 7,142 Less: accumulated depreciation and amortization (5,462 ) (5,234 ) Total property and equipment, net $ 1,882 $ 1,908 Depreciation and amortization expense for the three months ended March 31, 2022 and 2021 was $0.2 million and $0.3 million, respectively. |
Other Long-Term Assets
Other Long-Term Assets | 3 Months Ended |
Mar. 31, 2022 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Other Long-term Assets | (6) Other Long-term Assets Other long-term assets consisted of the following as of March 31, 2022 and December 31, 2021, respectively (in thousands): March 31, 2022 December 31, 2021 Sensata prepaid services $ 8,801 $ — Deferred cost s 2,506 3,403 ROU asset 278 — Security deposit 133 136 Total other long-term assets $ 11,718 $ 3,539 |
Other Current Liabilities
Other Current Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Other Liabilities, Current [Abstract] | |
Other Current Liabilities | (7) Other Current Liabilities Other current liabilities consisted of the following as of March 31, 2022 and December 31, 2021, respectively (in thousands): March 31, 2021 December 31, 2021 GEM commitment fee $ 2,500 $ — Lease liability 291 — Restructuring liability 268 293 Customer deposits 200 200 Deferred revenue 61 72 Derivative liability — 172 Total other current liabilities $ 3,320 $ 737 |
Other Long-Term Liabilities
Other Long-Term Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Other Liabilities, Noncurrent [Abstract] | |
Other Long-term Liabilities | (8) Other Long-term Liabilities Other long-term liabilities consisted of the following as of March 31, 2022 and December 31, 2021, respectively (in thousands): March 31, 2022 December 31, 2021 Transaction fees payable $ 9,660 $ — Customer deposits 750 750 Deferred revenue 137 4 Other long-term liabilities 192 49 Total other long-term liabilities $ 10,739 $ 803 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 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 March 31, 2022 Level 1 Level 2 Level 3 Total Financial Assets Cash and cash equivalents: Money market funds $ 21,045 $ — $ — $ 21,045 Total assets $ 21,045 $ — $ — $ 21,045 Financial Liabilities Private placement warrant liability $ — $ — $ 1,808 $ 1,808 Total liabilities $ — $ — $ 1,808 $ 1,808 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 approximated their carrying values as of March 31, 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 March 31, 2022, Level 3 instruments consist solely of Private Placement Warrants. The Private Placement Warrants are fair valued using the Black Scholes Option Pricing Model at every reporting period. For the three months ended March 31, 2022, the Company recognized a gain to the condensed consolidated statement of operations resulting from a decrease in the fair value of warrants of approximately $1.4 million, presented as other income (expense) on the accompanying condensed statement of operations. The Private Placement Warrants are considered to be a Level 3 fair value measurements due to the use of unobservable inputs. At December 31, 2021, Level 3 instruments consist solely of the Company’s embedded derivatives in the Company’s convertible notes. The Company classifies its financial instruments within Level 3 of the fair value hierarchy due to lack of market data. For the three months ended March 31, 2022, the Company recognized a loss of $3.8 million to the condensed consolidated statement of operations resulting from an increase in the fair value of derivative liabilities prior to derecognition of the convertible notes on Closing Date, presented as other income (expense) on the accompanying condensed consolidated statement of operations. See “Note 12 – Borrowing Arrangements” for details on the valuation of the embedded derivative in the convertible notes. The fair value of the c n c n There were no transfers between Level 1, Level 2 or Level 3 fair value hierarchy categories of financial instruments for the three months periods ended March 31, 2022 and 2021. |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Common Stock | (10) Common Stock Shares Authorized and Outstanding As of March 31, 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 3.8799 in accordance with the terms of the Merger Agreement. Series B and Series C were cancelled and converted using a ratio of 11.5423 and 14.3118, respectively, in accordance with the terms of the Merger Agreement. There were 83,412,347 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 3.8799 8,657,100 Series Seed-2 495,417 3.8799 1,922,184 Series A Convertible Preferred Stock (Legacy Quanergy) 3,233,871 3.8799 12,547,237 Series A Plus Convertible Preferred Stock (Legacy Quanergy) 790,500 3.8799 3,067,096 Series B Convertible Preferred Stock (Legacy Quanergy) 778,839 11.5423 8,989,588 Series C Convertible Preferred Stock (Legacy Quanergy) 165,237 14.3118 2,364,817 Total 7,695,112 37,548,022 GEM Agreement In December 2021, CCAC and GEM entered into the GEM Agreement for the Company’s liquidity needs post Business Combination. Under the GEM Agreement, the Company is 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 In exchange for GEM’s commitment to fund, the Company issued to GEM warrants to purchase common stock, which warrants were fair valued at $4.0 million at issuance, and agreed to pay million in cash or in shares for the GEMS commitment fee by the first anniversary of the Closing Date. The Company has recorded $2.5 million as deferred offering costs for the commitment fee, recorded in other long-term assets on the condensed consolidated balance sheet at March 31, 2022, and the $2.5 million commitment fee payable within one year is recorded in other current liabilities on the condensed consolidated balance sheet at March 31, 2022. 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. Common Stock Warrants As of March 31, 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 13,799,988 $ 11.50 February 2027 Private Placement Warrants 7,520,000 11.50 February 2027 GEM Warrants 3,397,923 10.00 February 2025 2023 Notes Warrants 6,917,883 0.01 March 2025 Sensata Warrants 2,500,000 0.01 June 2026 Total 34,135,794 Public and Private Placement Warrants On February 13, 2021, CCAC consummated the initial public offering (“IPO”) of 27,600,000 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 7,520,000 warrants (the “Private Placement Warrants”) in a private placement to CITIC Capital Acquisition LLC (the “Sponsor”). As of March 31, 2022, the Company had 13,799,988 Public Warrants and 7,520,000 Private Placement Warrants outstanding. Each warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share. The Private Placement Warrants, which the Company assumed as part of the Business Combination, are recorded as warrant liabilities. The Company estimated the fair value of Private Placement Warrants exercisable for common stock measured at fair value on a recurring basis at the respective dates using the Black-Scholes option valuation model. The inputs are based on the estimated fair value of the underlying Common 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. These estimates, especially the expected volatility, are highly judgmental and could differ materially in the future. The key inputs into the Black Scholes Option Pricing Model for the Private Placement Warrants were as follows: Input March 31, 2022 February 8, 2022 Risk-free interest rate 2.42 % 1.81 % Expected term (years) 4.86 5 Expected volatility 61 % 20.9 % Dividend yield 0 % 0 % Exercise price $ 11.50 $ 11.50 Price of underlying common stock $ 1.84 $ 7.05 The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the liabilities classified as Level 3: Warrant 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 Each whole Warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 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 $18.00. If the Reference Value exceeds $18.00, Public Warrants are redeemable at $0.01 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 2023 Notes Warrants During fiscal year 2020, the Company issued warrants to purchase 3,527,241 shares of the Company’s common stock with an exercise price of $0.01 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 In February 2021, the Company issued warrants to purchase 6,298,306 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 $0.01 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 Sensata Warrants In June 2021, the Company issued warrants to purchase shares of common stock of the Company in exchange for services to be provided under the Sensata Collaboration Agreement. These warrants are exercisable for shares of common stock at $0.01 per share and expire in June 2026. Upon the close of the Business Combination, the Sensata Warrants are exercisable for an aggregate of 2,500,000 shares of common stock. The Company recorded $17.6 million within additional paid-in |
Stock-Based Compensation Expens
Stock-Based Compensation Expense | 3 Months Ended |
Mar. 31, 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 1,500,000 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 13,590,156 shares of common stock were reserved for issuance under the 2022 Plan. The 2022 Plan permits the granting of incentive stock options, nonstatutory 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 834,123. 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 March 31, 2022, no enrollments have been initiated by the Company. Option Activity The stock option activity for the three months ended March 31, 2022 has been retrospectively adjusted to reflect the Exchange Ratio on the Legacy Quanergy stock options. The following table summarizes the stock option activity for the three months ended March 31, 2022: Options outstanding Number of Weighted Weighted Aggregate Outstanding - December 31, 2021 3,954,639 $ 6.92 $ 15,398 Options granted — — Options exercised (197,875 ) 0.29 Options cancelled (2,184 ) 12.75 Options expired — — Outstanding at March 31, 2022 3,754,580 6.91 4.89 1,977 Vested and exercisable - March 31, 2022 3,559,805 $ 6.27 4.60 $ 1,977 Vested and expected to vest - March 31, 2022 3,754,580 $ 6.91 4.89 $ 1,977 As of March 31, 2022, there was $1.2 million of unrecognized compensation costs related to non-vested stock Restricted Stock Unit Activity The restricted stock unit activity for the three months ended March 31, 2022 has been retrospectively adjusted to reflect the Exchange Ratio on the Legacy Quanergy restricted stock units. The following table summarizes the restricted stock unit activity for the three months ended March 31, 2022: Restricted Stock Units (“RSUs”) Number of Weighted average shares grant date fair value Outstanding as of December 31, 2021 11,302,697 $ 6.88 Granted 273,954 9.32 Vested (7,177,204 ) 6.65 Forfeited or cancelled (101,709 ) 8.02 Outstanding as of March 31, 2022 4,297,738 $ 7.39 Vesting of RSUs are subject to service and performance conditions. The Business Combination was a qualifying event that satisfied the performance condition. For the three months ended March 2022, $50.7 million has been recognized on these RSUs. As of March 31, 2022, there was $28.8 million unrecognized stock-based compensation expense related to outstanding unvested RSUs. On February 25, 2022, the Board of Directors approved 3,784,842 RSUs to be issued to certain employees and consultants of the Company. Of this amount, 1,905,031 restricted stock units were awarded to five related parties and officers of the Company. These RSUs have not been granted at the date of issuance of the condensed consolidated financial statements. Stock-based compensation expense The following table summarizes stock-based compensation expense and its allocation within the accompanying condensed consolidated statements of operations (in thousands): Three months ended March 31, 2022 2021 Cost of goods sold $ 683 $ 20 Research and development 7,677 441 Sales and marketing 4,598 212 General and administrative 38,603 908 Total stock-based compensation expense $ 51,561 $ 1,581 |
Borrowing Arrangements
Borrowing Arrangements | 3 Months Ended |
Mar. 31, 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 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 to interest 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 March 31, 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 were calculated using the “with and without” method. The key valuation assumptions used consisting 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 were 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 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 million loss on settlement of the 2023 Notes to interest 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 March 31, 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 months ended March 31, 2022 and 2021 (in thousands): Three Months Ended March 31, 2022 2021 Contractual interest expense $ 1,052 $ 1,755 Accretion of debt discount 38,757 1,857 Accretion of debt issuance costs 223 73 $ 40,032 $ 3,685 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Lessee Disclosure [Abstract] | |
Leases | (13) Leases The Company leases real estate facilities under non-cancelable For the three months ended March 31, 2022, the Company recorded operating lease costs of $0.2 million. For the three months ended March 31, 2022, the Company’s variable lease costs was not material. At March 31, 2022, the operating lease ROU asset and lease liability was $0.3 million and $0.3 million, respectively. The ROU asset balance was recorded in other long-term assets and the lease liability was recorded in other current liabilities, on the condensed consolidated balance sheet. The following table presents supplemental cash flow information related to leases (in thousands): Three Months Ended March 31, 2022 Cash paid for amounts included in the measurement of lease liabilities Operating leases $ 178 Weighted average lease term Operating leases 0.5 Weighted average discount rate Operating leases 8.6 % The following table presents the maturities of the Company’s operating lease liabilities as of March 31, 2022 (in thousands): Years ending December 31, Operating Leases 2022 (remaining nine months) $ 308 2023 4 Total undiscounted lease payments $ 312 Less: imputed interest (21 ) Total lease liabilities $ 291 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 $0.2 million for the three months ended March 31, 2021. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (14) Income Taxes For the three months ended March 31, 2022, we recorded an income tax expense of $ 3,000 compared to an income tax expense of $4,000 for the three months ended March 31, 2021, which was primarily related to income taxes of our non-U.S. operations as our U.S. operations were in a loss position and we maintain a full valuation allowance against our U.S. deferred tax assets. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 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 Quanergy filed an appeal to the Court of Appeals for the Federal Circuit (“CAFC”) for each IPR (consolidated as docket no. CAFC-20-2070). 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, recorded in general and administrative expenses on the consolidated statement of operations. As of the current date, negotiations have ceased and no settlement has been reached. 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. Vendor Contract Liability In October 2017, the Company entered into an agreement with a contract manufacturer for production of various sub-assemblies 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 $1.7 million and $1.6 million of inventory at cost subject to this agreement as of March 31, 2022 and December 31, 2021, respectively. The Company has recorded a liability of $0.3 million within accrued expenses on the condensed consolidated balance sheet as of March 31, 2022 and December 31, 2021 for inventory at the contract manufacturer identified as excess and obsolete. 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 expects to record incremental obligation over the two defined payment dates and true up its obligation on actual exits from employment. No forfeitures have been estimated. As of March 31, 2022, the Company accrued and recorded $0.5 million of retention bonus expense, where $0.3 million was recorded in accrued expenses and million in other long-term liabilities. |
Segment Information and Geograp
Segment Information and Geographic Information | 3 Months Ended |
Mar. 31, 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 March 31, 2022 2021 Americas $ 276 $ 171 Asia 744 149 Europe, Middle East and Africa 347 63 Total net sales $ 1,367 $ 383 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 | 3 Months Ended |
Mar. 31, 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 months ended March 31, 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. The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the three months ended March 31, 2022 and 2021, respectively (in thousands, except share and per share data). Three months ended March 31, 2022 2021 Numerator: Net loss attributable to common stockholder, basic and diluted $ (104,682 ) $ (14,714 ) Denominator: Weighted average shares of common stock outstanding, basic and diluted 87,705,256 62,811,287 Net loss per share attributable to common stockholder, basic and diluted $ (1.19 ) $ (0.23 ) 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 have been anti-dilutive. The following weighted-average outstanding common stock equivalents were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive. As of March 31, 2022 2021 Public warrants 13,799,988 — Private placement warrants 7,520,000 — GEM warrants 3,397,923 — Stock options and RSUs issued and outstanding 8,052,318 13,813,905 Convertible notes — 5,419,479 Potential common shares excluded from diluted net loss per share 32,770,229 19,233,384 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 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 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 months ended March 31, 2022 and 2021. In accordance with the Collaborative Agreement, the Company purchased equipment from Sensata totaling $1 million which is included in the accompanying condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021. Depreciation expense on this equipment as of March 31, 2022 and 2021 were not material. On June 21, 2021, the Company entered into another collaborative arrangement with Sensata, 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 2.5 million 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 and no expenses have been incurred under this collaborative arrangement for the three months ended March 31, 2022. 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 4,900,929 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 March 31, 2022 and 2021, the Company accrued interest of $1.7 million and $1.2 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, 2,963,703 were issued to two related parties with an aggregate fair value of $20.1 million. On the Closing Date, both the performance-based and service-based conditions for vesting of the RSU grants had been satisfied, therefore, $20.1 million expenses has been recognized on these awards in the three months ended March 31, 2022. Related Party Private Placement Warrants An aggregate of 6,580,000 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 $11.50 per share. Related Party Payable On March 31, 2022, the Company issued 863,000 shares of common stock to reimburse a related party for merger-related expenses of $1.7 million. As of March 31, 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 March 31, 2022, a related party owns 6,037,500 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 $12.00 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 | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | (19) Subsequent Events Subsequent events have been evaluated through the May 16, 2022 issuance date of the financial statements and there were no events that required additional disclosures. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Description of Business | (a) 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 |
Business Combination | (b) 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., (“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 26,867,796 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 $10.07 per share, for an aggregate redemption amount of $270.5 million. On the Closing Date, holders of 600,000 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 3.8799 (“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 3.8799; Series B and Series C were converted using ratios of 11.5423 and 14.3118, 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 3,695,000 shares (the “PIPE Shares”) of Common Stock at a price of $10.00 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 close of the Business Combination. The Company’s common stock and warrants are now listed on the New York Stock Exchange under the symbols “QNGY” and “QNGY WS”. 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 | (c) 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 March 31, 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 filed as Exhibit 99.1 to the Company’s Form 8-K/A 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 March 31, 2022, the results of operations, including its comprehensive loss, and stockholders’ equity/(deficit) for the three months ended March 31, 2022 and 2021, and the statement of cash flows for the three months ended March 31, 2022 and 2021. All adjustments are of a normal recurring nature. The results for the three months ended March 31, 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 | (d) 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 three months ended March 31, 2022. See “Recently Adopted Accounting Pronouncements” and “Note 13 – Leases” related to the adoption of ASC 842. |
Liquidity and Capital Resources | (e) 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 gives 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, once the effectiveness of the resale S-1 Registration Statement and other requirements are completed, which is expected to occur in the second quarter of FY 2022. Should the company not be able to access the GEM facility, 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 three months ended March 31, 2022. These condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Impact of Covid-19 | (f) Impact of Covid-19 The extensive impact of the pandemic caused by the novel coronavirus (“COVID-19”) COVID-19, stay-at-home With respect to the Company’s results of operations, sales for the three months ended March 31, 2022 and for the full years of 2021 and 2020 were heavily impacted by Covid-19 primarily due to the delay of projects and slowing overall business activity, as well as, in certain cases, the inability to physically access customer sites. Despite these setbacks, we reacted quickly to help offset the negative cash flow impacts of these factors with key elements of our cash preservation plan in 2020 including furloughing nearly While business conditions improved significantly year over year, over the last four quarters including, the three months ended March 31, 2022, broader implications of the COVID-19 COVID-19, |
Recently Adopted Accounting Pronouncements | (g) Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (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 (iii) not to recognize right-of-use 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 Debt—Modifications and Extinguishments 470-50), Compensation—Stock Compensation Derivatives and Hedging—Contracts in Entity’s Own Equity 815-40): condensed |
Recently Adopted Accounting Pronouncements | (h) Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses 2016-13 In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options 470-20) Derivatives and Hedging — Contracts in Entity’s Own Equity 815- if-converted |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 3 Months Ended |
Mar. 31, 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 three months ended March 31, 2022 (in thousands): Cash - CCAC’s trust and cash (net of redemption) $ 13,414 Cash - PIPE 36,950 Less: transaction costs and advisory fees paid (6,609 ) Net cash from Business Combination and PIPE Financing 43,755 Less non-cash (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 27,600,000 CCAC Class B Ordinary Shares, outstanding prior to Business Combination 6,900,000 Less: redemption of CCAC Class A Ordinary Shares (26,267,796 ) Shares issued from PIPE Financing 3,695,000 Total Shares from Business Combination and PIPE Financing 11,927,204 Legacy Quanergy shares (1) 71,485,143 Total shares of common stock immediately after Business Combination 83,412,347 |
Summary of Number of Legacy Quanergy Shares | (1) The number of Legacy Quanergy shares was determined as follows: Quanergy shares Quanergy effected for Exchange Ratio Balance at December 31, 2020 4,696,352 18,221,534 Recapitalization applied to Convertible Preferred Stock outstanding at December 31, 2020 7,695,112 37,548,022 Shares issued upon exercise of options - 2021 20,000 77,595 Shares issued upon exercise of common stock warrants - 2021 2,324 9,016 Issuance of restricted stock awards 300,000 1,163,984 Conversion of 2023 Notes (2) 3,728,147 14,464,992 Total 71,485,143 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following as of March 31, 2022 and December 31, 2021, respectively (in thousands): March 31, 2022 December 31, 2021 Raw materials $ 2,513 $ 2,292 Work in progress 677 578 Finished goods 105 372 Total inventory $ 3,295 $ 3,242 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 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 as of March 31, 2022 and December 31, 2021, respectively (in thousands): March 31, 2022 December 31, 2021 Sensata prepaid services $ 8,801 $ — Prepaid business insurance 4,222 873 Prepaid other 115 265 Total prepaid expenses and other current assets $ 13,138 $ 1,138 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property Plant and Equipment | Property and equipment, net consist of the following as of March 31, 2022 and December 31, 2021, respectively (in thousands): March 31, 2022 December 31, 2021 Machinery and equipment $ 5,770 $ 5,568 Furniture and fixtures 182 182 Computer equipment 1,008 1,008 Computer software 35 35 Leasehold improvements 349 349 Total property and equipment 7,344 7,142 Less: accumulated depreciation and amortization (5,462 ) (5,234 ) Total property and equipment, net $ 1,882 $ 1,908 |
Other Long-Term Assets (Tables)
Other Long-Term Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Schedule of Other Long Term Assets | Other long-term assets consisted of the following as of March 31, 2022 and December 31, 2021, respectively (in thousands): March 31, 2022 December 31, 2021 Sensata prepaid services $ 8,801 $ — Deferred cost s 2,506 3,403 ROU asset 278 — Security deposit 133 136 Total other long-term assets $ 11,718 $ 3,539 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Other Liabilities, Current [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities consisted of the following as of March 31, 2022 and December 31, 2021, respectively (in thousands): March 31, 2021 December 31, 2021 GEM commitment fee $ 2,500 $ — Lease liability 291 — Restructuring liability 268 293 Customer deposits 200 200 Deferred revenue 61 72 Derivative liability — 172 Total other current liabilities $ 3,320 $ 737 |
Other Long-term Liabilities (Ta
Other Long-term Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Other Liabilities, Noncurrent [Abstract] | |
Schedule of Other Non Current Liabilities | Other long-term liabilities consisted of the following as of March 31, 2022 and December 31, 2021, respectively (in thousands): March 31, 2022 December 31, 2021 Transaction fees payable $ 9,660 $ — Customer deposits 750 750 Deferred revenue 137 4 Other long-term liabilities 192 49 Total other long-term liabilities $ 10,739 $ 803 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 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 March 31, 2022 Level 1 Level 2 Level 3 Total Financial Assets Cash and cash equivalents: Money market funds $ 21,045 $ — $ — $ 21,045 Total assets $ 21,045 $ — $ — $ 21,045 Financial Liabilities Private placement warrant liability $ — $ — $ 1,808 $ 1,808 Total liabilities $ — $ — $ 1,808 $ 1,808 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 |
Common Stock (Tables)
Common Stock (Tables) | 3 Months Ended |
Mar. 31, 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 3.8799 8,657,100 Series Seed-2 495,417 3.8799 1,922,184 Series A Convertible Preferred Stock (Legacy Quanergy) 3,233,871 3.8799 12,547,237 Series A Plus Convertible Preferred Stock (Legacy Quanergy) 790,500 3.8799 3,067,096 Series B Convertible Preferred Stock (Legacy Quanergy) 778,839 11.5423 8,989,588 Series C Convertible Preferred Stock (Legacy Quanergy) 165,237 14.3118 2,364,817 Total 7,695,112 37,548,022 |
Summary of Stockholders' Equity Note, Warrants or Rights | As of March 31, 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 13,799,988 $ 11.50 February 2027 Private Placement Warrants 7,520,000 11.50 February 2027 GEM Warrants 3,397,923 10.00 February 2025 2023 Notes Warrants 6,917,883 0.01 March 2025 Sensata Warrants 2,500,000 0.01 June 2026 Total 34,135,794 |
Summary of Fair Value Measurements Inputs | The key inputs into the Black Scholes Option Pricing Model for the Private Placement Warrants were as follows: Input March 31, 2022 February 8, 2022 Risk-free interest rate 2.42 % 1.81 % Expected term (years) 4.86 5 Expected volatility 61 % 20.9 % Dividend yield 0 % 0 % Exercise price $ 11.50 $ 11.50 Price of underlying common stock $ 1.84 $ 7.05 |
Summary of Reconciliation of Changes in Fair Value | The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the liabilities classified as Level 3: Warrant 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 |
Stock-Based Compensation Expe_2
Stock-Based Compensation Expense (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Share-Based Payment Arrangement, Option, Activity | The following table summarizes the stock option activity for the three months ended March 31, 2022: Options outstanding Number of Weighted Weighted Aggregate Outstanding - December 31, 2021 3,954,639 $ 6.92 $ 15,398 Options granted — — Options exercised (197,875 ) 0.29 Options cancelled (2,184 ) 12.75 Options expired — — Outstanding at March 31, 2022 3,754,580 6.91 4.89 1,977 Vested and exercisable - March 31, 2022 3,559,805 $ 6.27 4.60 $ 1,977 Vested and expected to vest - March 31, 2022 3,754,580 $ 6.91 4.89 $ 1,977 |
Summary of Share-Based Payment Arrangement, Restricted Stock And Restricted Stock Unit, Activity | The following table summarizes the restricted stock unit activity for the three months ended March 31, 2022: Restricted Stock Units (“RSUs”) Number of Weighted average shares grant date fair value Outstanding as of December 31, 2021 11,302,697 $ 6.88 Granted 273,954 9.32 Vested (7,177,204 ) 6.65 Forfeited or cancelled (101,709 ) 8.02 Outstanding as of March 31, 2022 4,297,738 $ 7.39 |
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 (in thousands): Three months ended March 31, 2022 2021 Cost of goods sold $ 683 $ 20 Research and development 7,677 441 Sales and marketing 4,598 212 General and administrative 38,603 908 Total stock-based compensation expense $ 51,561 $ 1,581 |
Borrowing Arrangements (Tables)
Borrowing Arrangements (Tables) | 3 Months Ended |
Mar. 31, 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 March 31, 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 March 31, 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 months ended March 31, 2022 and 2021 (in thousands): Three Months Ended March 31, 2022 2021 Contractual interest expense $ 1,052 $ 1,755 Accretion of debt discount 38,757 1,857 Accretion of debt issuance costs 223 73 $ 40,032 $ 3,685 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Lessee Disclosure [Abstract] | |
Summary of Maturities of The Operating Lease Liabilities | The following table presents the maturities of the Company’s operating lease liabilities as of March 31, 2022 (in thousands): Years ending December 31, Operating Leases 2022 (remaining nine months) $ 308 2023 4 Total undiscounted lease payments $ 312 Less: imputed interest (21 ) Total lease liabilities $ 291 |
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 March 31, 2022 Cash paid for amounts included in the measurement of lease liabilities Operating leases $ 178 Weighted average lease term Operating leases 0.5 Weighted average discount rate Operating leases 8.6 % |
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) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Summary Of Revenue By Geographical Region | Revenue by geographical region is as follows: Three months ended March 31, 2022 2021 Americas $ 276 $ 171 Asia 744 149 Europe, Middle East and Africa 347 63 Total net sales $ 1,367 $ 383 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 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 months ended March 31, 2022 and 2021, respectively (in thousands, except share and per share data). Three months ended March 31, 2022 2021 Numerator: Net loss attributable to common stockholder, basic and diluted $ (104,682 ) $ (14,714 ) Denominator: Weighted average shares of common stock outstanding, basic and diluted 87,705,256 62,811,287 Net loss per share attributable to common stockholder, basic and diluted $ (1.19 ) $ (0.23 ) |
Schedule Of Antidilutive Securities Excluded From Computation Of Earnings Per share | The following weighted-average outstanding common stock equivalents were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive. As of March 31, 2022 2021 Public warrants 13,799,988 — Private placement warrants 7,520,000 — GEM warrants 3,397,923 — Stock options and RSUs issued and outstanding 8,052,318 13,813,905 Convertible notes — 5,419,479 Potential common shares excluded from diluted net loss per share 32,770,229 19,233,384 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) $ / shares in Units, $ in Thousands | Feb. 08, 2022USD ($)shares | Jan. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2022USD ($)$ / sharesshares | Jan. 01, 2022USD ($) |
Accounting Policies [Line Items] | ||||
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 | |||
Percentage of employees negotiated payment terms | 50.00% | |||
Lessee, Operating Lease, Term of Contract | 12 months | |||
Operating Lease, Right-of-Use Asset | $ 300 | $ 500 | ||
Operating Lease, Liability | 291 | $ 500 | ||
Pay Check Protection Program Loan [Member] | ||||
Accounting Policies [Line Items] | ||||
Proceeds from Loans | $ 2,500 | |||
Merger Agreement [Member] | Quanergy Common Stock [Member] | ||||
Accounting Policies [Line Items] | ||||
Common stock convertible, conversion ratio | 3.8799 | |||
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 | 600,000 | 26,867,796 | ||
Percentage of the shares with redemption rights | 2.2 | 97.3 | ||
Right exercised to redeem shares for cash at redemption price per share | $ / shares | $ 10.07 | |||
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 | 11.5423 | |||
Series C Preferred Stock [Member] | Merger Agreement [Member] | ||||
Accounting Policies [Line Items] | ||||
Preferred Stock, Convertible, Conversion Ratio | 14.3118 | |||
PIPE Shares [Member] | Subscription Agreement [Member] | ||||
Accounting Policies [Line Items] | ||||
Number of shares subscribed to purchase | shares | 3,695,000 | |||
Per share price of subscribed shares | $ / shares | $ 10 | |||
Value of subscribed shares | $ 37,000 |
Reverse Recapitalization - Summ
Reverse Recapitalization - Summary of Business Acquisition Elements Reconciled To Consolidated Financial Statements (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Schedule Of Business Acquisition Elements Reconciled To Consolidated Financial Statements [Line Items] | |
Cash - CCAC's trust and cash (net of redemption) | $ 13,414 |
Issuance of PIPE shares | 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 | 3 Months Ended | ||
Mar. 31, 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 | 98,498,731 | 57,020,151 | |
Stock Issued During Period, Shares, New Issues | 83,412,347 | ||
Total Shares from Business Combination and PIPE Financing | 11,927,204 | ||
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 | 71,485,143 | ||
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 | 3,695,000 | ||
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 | 83,412,347 | ||
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 | (26,267,796) | ||
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 | 27,600,000 | 27,600,000 | |
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 | 6,900,000 |
Reverse Recapitalization - Su_3
Reverse Recapitalization - Summary of Number of Legacy Quanergy Shares (Detail) | 3 Months Ended |
Mar. 31, 2022shares | |
Schedule Of Number Of Legacy Quanergy Shares [Line Items] | |
Shares issued upon exercise of options - 2021 | 197,875 |
Total | 83,412,347 |
Legacy Quanergy Shares [Member] | |
Schedule Of Number Of Legacy Quanergy Shares [Line Items] | |
Balance at December 31, 2020 | 4,696,352 |
Shares issued upon exercise of options - 2021 | 20,000 |
Shares issued upon exercise of common stock warrants - 2021 | 2,324 |
Issuance of restricted stock awards | 300,000 |
Total | 71,485,143 |
Legacy Quanergy Shares With Exchange Ratio Effect [Member] | |
Schedule Of Number Of Legacy Quanergy Shares [Line Items] | |
Balance at December 31, 2020 | 18,221,534 |
Shares issued upon exercise of options - 2021 | 77,595 |
Shares issued upon exercise of common stock warrants - 2021 | 9,016 |
Issuance of restricted stock awards | 1,163,984 |
Total | 71,485,143 |
2023 Notes (Member) | Legacy Quanergy Shares [Member] | |
Schedule Of Number Of Legacy Quanergy Shares [Line Items] | |
Conversion of 2023 Notes into common stock, Shares | 3,728,147 |
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 | 14,464,992 |
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 | 37,548,022 |
Reverse Recapitalization - Addi
Reverse Recapitalization - Additional Information (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
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 | Mar. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 2,513 | $ 2,292 |
Work in progress | 677 | 578 |
Finished goods | 105 | 372 |
Total inventory | $ 3,295 | $ 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 | Mar. 31, 2022 | Dec. 31, 2021 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Sensata prepaid services | $ 8,801 | $ 0 |
Prepaid business insurance | 4,222 | 873 |
Prepaid other | 115 | 265 |
Total prepaid expenses and other current assets | $ 13,138 | $ 1,138 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property Plant and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 7,344 | $ 7,142 |
Less: accumulated depreciation and amortization | (5,462) | (5,234) |
Total property and equipment, net | 1,882 | 1,908 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 5,770 | 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 | 1,008 | 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 | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
DepreciationAndAmortization | $ 228 | $ 251 |
Other Long-Term Assets - Schedu
Other Long-Term Assets - Schedule of Other Long-Term Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Other Assets, Noncurrent Disclosure [Abstract] | ||
Sensata prepaid services | $ 8,801 | $ 0 |
Deferred costs | 2,506 | 3,403 |
ROU asset | 278 | 0 |
Security deposit | 133 | 136 |
Total other long-term assets | $ 11,718 | $ 3,539 |
Other Current Liabilities - Sch
Other Current Liabilities - Schedule of Other Current Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Other Liabilities, Current [Abstract] | ||
GEM commitment fee | $ 2,500 | $ 0 |
Lease liability | 291 | 0 |
Restructuring liability | 268 | 293 |
Customer deposits | 200 | 200 |
Deferred revenue | 61 | 72 |
Derivative liability | 0 | 172 |
Total other current liabilities | $ 3,320 | $ 737 |
Other Long-Term Liabilities - S
Other Long-Term Liabilities - Schedule of Other Non Current Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Other Liabilities, Noncurrent [Abstract] | ||
Transaction fees payable | $ 9,660 | $ 0 |
Customer deposits | 750 | 750 |
Deferred revenue | 137 | 4 |
Other long-term liabilities | 192 | 49 |
Total other long-term liabilities | $ 10,739 | $ 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) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Financial Assets | ||
Total assets | $ 21,045 | $ 26,031 |
Financial Liabilities | ||
Total liabilities | 1,808 | 26,189 |
Money Market Funds [Member] | ||
Financial Assets | ||
Money market funds | 21,045 | 26,031 |
Warrant [Member] | Private Placement Warrants [Member] | ||
Financial Liabilities | ||
Total liabilities | 1,808 | |
Debt Derivative Liabilities [Member] | ||
Financial Liabilities | ||
Total liabilities | 26,189 | |
Fair Value, Inputs, Level 1 [Member] | ||
Financial Assets | ||
Total assets | 21,045 | 26,031 |
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||
Financial Assets | ||
Money market funds | 21,045 | 26,031 |
Fair Value, Inputs, Level 3 [Member] | ||
Financial Liabilities | ||
Total liabilities | 1,808 | 26,189 |
Fair Value, Inputs, Level 3 [Member] | Warrant [Member] | Private Placement Warrants [Member] | ||
Financial Liabilities | ||
Total liabilities | $ 1,808 | |
Fair Value, Inputs, Level 3 [Member] | Debt Derivative Liabilities [Member] | ||
Financial Liabilities | ||
Total liabilities | $ 26,189 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Due to Related Parties, Noncurrent | $ 0 | $ 16,670,000 | |
Short-term debt | 0 | 34,311,000 | |
Warrant [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Gain from fair value of warrants | 1,400,000 | ||
Debt Derivative Liabilities [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Gain from fair value of warrants | 3,800,000 | ||
Convertible notes [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Convertible Notes Payable, Fair Value Disclosure | 99,000,000 | ||
Convertible Notes Payable | 0 | 105,800,000 | |
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 38,600,000 | ||
Long-term Debt | 16,200,000 | ||
Due to Related Parties, Noncurrent | 16,700,000 | ||
Short-term debt | $ 34,300,000 | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Transfers, Net | $ 0 | $ 0 |
Common Stock - Summary of Stock
Common Stock - Summary of Stock By Class (Detail) | Feb. 08, 2022shares | Mar. 31, 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 | 37,548,022 | |
Series Seed Convertible Preferred Stock (Legacy Quanergy) [Member] | ||
Class of Stock [Line Items] | ||
Common Stock Convertible Conversion Ratio | 3.8799 | |
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 | 8,657,100 | |
Series Seed-2 Convertible Preferred Stock (Legacy Quanergy) [Member] | ||
Class of Stock [Line Items] | ||
Common Stock Convertible Conversion Ratio | 3.8799 | |
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 | 1,922,184 | |
Series A Convertible Preferred Stock (Legacy Quanergy) [Member] | ||
Class of Stock [Line Items] | ||
Common Stock Convertible Conversion Ratio | 3.8799 | |
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 | 12,547,237 | |
Series A Plus Convertible Preferred Stock (Legacy Quanergy) [Member] | ||
Class of Stock [Line Items] | ||
Common Stock Convertible Conversion Ratio | 3.8799 | |
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 | 3,067,096 | |
Series B Convertible Preferred Stock (Legacy Quanergy) [Member] | ||
Class of Stock [Line Items] | ||
Common Stock Convertible Conversion Ratio | 11.5423 | 11.5423 |
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 | 8,989,588 | |
Series C Convertible Preferred Stock (Legacy Quanergy) [Member] | ||
Class of Stock [Line Items] | ||
Common Stock Convertible Conversion Ratio | 14.3118 | 14.3118 |
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 | 2,364,817 |
Common Stock - Summary of Sto_2
Common Stock - Summary of Stockholders' Equity Note, Warrants or Rights (Detail) - $ / shares | 3 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | |
Class of Warrant or Right [Line Items] | |||
Shares | 34,135,794 | ||
Public Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Shares | 13,799,988 | ||
Exercise Price | $ 11.50 | ||
Expiration | February 2027 | ||
Private Placement Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Shares | 7,520,000 | ||
Exercise Price | $ 11.50 | ||
Expiration | February 2027 | ||
GEM Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Shares | 3,397,923 | ||
Exercise Price | $ 10 | $ 10 | |
Expiration | February 2025 | ||
2023 Notes Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Shares | 6,917,883 | ||
Exercise Price | $ 0.01 | ||
Expiration | March 2025 | ||
Sensata Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Shares | 2,500,000 | 2,500,000 | |
Exercise Price | $ 0.01 | ||
Expiration | June 2026 |
Common Stock - Summary of Fair
Common Stock - Summary of Fair Value Measurements Inputs (Detail) - Private Placement Warrants [Member] | Mar. 31, 2022yr | Feb. 08, 2022yr |
Risk-free interest rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.0242 | 0.0181 |
Expected term (years) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 4.86 | 5 |
Expected volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.61 | 0.209 |
Dividend yield [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
Exercise price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 11.50 | 11.50 |
Price of underlying common stock [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 1.84 | 7.05 |
Common Stock - Summary of Recon
Common Stock - Summary of Reconciliation of Changes in Fair Value (Detail) - Private Placement Warrants [Member] $ in Thousands | 2 Months Ended |
Mar. 31, 2022USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value beginning | $ 3,248 |
Change in fair value of public and private warrants | (1,439) |
Fair Value Ending | $ 1,808 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($)$ / sharesshares | Feb. 28, 2021USD ($)$ / sharesshares | Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Feb. 08, 2022 | Feb. 13, 2021shares | |
Class of Stock [Line Items] | ||||||||
Common Stock, Shares Authorized | shares | 80,071,901 | 300,000,000 | ||||||
Preferred Stock, Shares Authorized | shares | 10,000,000 | |||||||
Stock Issued During Period, Shares, New Issues | shares | 83,412,347 | |||||||
Proceeds From Share Subscription Facility Provided By Business Acquired | $ | $ 125,000,000 | |||||||
Common Stock, Shares, Outstanding | shares | 57,020,151 | 98,498,731 | ||||||
Class of Warrant or Right, Outstanding | shares | 34,135,794 | |||||||
Proceeds From Convertible Debt | $ | $ 0 | $ 37,186,000 | ||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ | 17,602,000 | $ 21,971,000 | ||||||
Sensata prepaid services | $ | $ 0 | $ 8,801,000 | ||||||
The Extension Notes [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 6,298,306 | |||||||
Proceeds From Convertible Debt | $ | $ 48,700,000 | |||||||
Public Warrants [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Class of Warrant or Right, Outstanding | shares | 13,799,988 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 11.50 | |||||||
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 | $ 18 | |||||||
Public Warrants [Member] | Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Share Price | $ / shares | 18 | |||||||
Class of warrants redemption price per unit | $ / shares | $ 0.01 | |||||||
Private Placement Warrants [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Class of Warrant or Right, Outstanding | shares | 7,520,000 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 11.50 | |||||||
Two Thousand And Twenty Three Notes Warrants [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Class of Warrant or Right, Outstanding | shares | 6,917,883 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.01 | |||||||
Class of warrants and rights issued during the period | shares | 3,527,241 | |||||||
Class of warrants and rights issued price per warrant | $ / shares | $ 0.01 | $ 0.01 | ||||||
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 | 2,500,000 | 2,500,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.01 | |||||||
Class of warrants and rights issued price per warrant | $ / shares | $ 0.01 | |||||||
Warrants and rights outstanding, expire period | June 2026 | |||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ | $ 17,600,000 | |||||||
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 | 3,397,923 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 10 | $ 10 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 3,397,923 | |||||||
GEM Agreement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Percentage Price Used For Determining Average Closing Price | 90 | |||||||
Proceeds From Share Subscription Facility Provided By Business Acquired | $ | $ 125,000,000 | |||||||
Warrants Fair Value Disclosure | $ | $ 4,000,000 | |||||||
Warrants Payable In Cash | $ | 2,500,000 | |||||||
Deferred Offering Costs | $ | 2,500,000 | |||||||
Line Of Credit commitment fee | $ | $ 2,500 | |||||||
Except Series B And Series C Convertible Preferred Stock (Legacy Quanergy) [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common Stock Convertible Conversion Ratio | 3.8799 | |||||||
Series B Convertible Preferred Stock (Legacy Quanergy) [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common Stock Convertible Conversion Ratio | 11.5423 | 11.5423 | ||||||
Series C Convertible Preferred Stock (Legacy Quanergy) [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common Stock Convertible Conversion Ratio | 14.3118 | 14.3118 | ||||||
Common Class A [Member] | Prior to Business Combination [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common Stock, Shares, Outstanding | shares | 27,600,000 | 27,600,000 | ||||||
Maximum [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common Stock, Shares Authorized | shares | 310,000,000 |
Stock-Based Compensation Expe_3
Stock-Based Compensation Expense - Summary of Share-Based Payment Arrangement, Option, Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares, Outstanding - December 31, 2021 | 3,954,639 | |
Number of shares, Options granted | 0 | |
Number of shares, Options exercised | (197,875) | |
Number of shares, Options cancelled | (2,184) | |
Number of shares, Options expired | 0 | |
Number of shares, Outstanding at March 31, 2022 | 3,754,580 | |
Number of shares, Vested and exercisable - March 31, 2022 | 3,559,805 | |
Number of shares, Vested and expected to vest - March 31, 2022 | 3,754,580 | |
Weighted average exercise price per share, Outstanding - December 31, 2021 | $ 6.92 | |
Weighted average exercise price per share, Options granted | 0 | |
Weighted average exercise price per share, Options exercised | 0.29 | |
Weighted average exercise price per share, Options cancelled | 12.75 | |
Weighted average exercise price per share, Options expired | 0 | |
Weighted average exercise price per share, Outstanding at March 31, 2022 | 6.91 | |
Weighted average exercise price per share, Vested and exercisable - March 31, 2022 | 6.27 | |
Weighted average exercise price per share, Vested and expected to vest - March 31, 2022 | $ 6.91 | |
Weighted average contractual term (in years), Outstanding at March 31, 2022 | 4 years 10 months 20 days | |
Weighted average contractual term (in years), Vested and exercisable - March 31, 2022 | 4 years 7 months 6 days | |
Weighted average contractual term (in years), Vested and expected to vest - March 31, 2022 | 4 years 10 months 20 days | |
Aggregate intrinsic value, Outstanding | $ 1,977 | $ 15,398 |
Aggregate intrinsic value, Vested and exercisable - March 31, 2022 | 1,977 | |
Aggregate intrinsic value, Vested and expected to vest - March 31, 2022 | $ 1,977 |
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] | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Schedule Of Share Based Compensation Restricted Stock And Restricted Stock Units Activity [Line Items] | |
Number of shares, Outstanding as of December 31, 2021 | shares | 11,302,697 |
Number of shares, Granted | shares | 273,954 |
Number of shares, Vested | shares | (7,177,204) |
Number of shares, Forfeited or cancelled | shares | (101,709) |
Number of shares, Outstanding as of March 31, 2022 | shares | 4,297,738 |
Weighted average grant date fair value, Outstanding as of December 31, 2021 | $ / shares | $ 6.88 |
Weighted average grant date fair value, Granted | $ / shares | 9.32 |
Weighted average grant date fair value, Vested | $ / shares | 6.65 |
Weighted average grant date fair value, Forfeited or cancelled | $ / shares | 8.02 |
Weighted average grant date fair value, Outstanding as of March 31, 2022 | $ / shares | $ 7.39 |
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 | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 51,561 | $ 1,581 |
Cost of Sales [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 683 | 20 |
Research and Development Expense [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 7,677 | 441 |
Selling and Marketing Expense [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 4,598 | 212 |
General and Administrative Expense [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 38,603 | $ 908 |
Stock-Based Compensation Expe_6
Stock-Based Compensation Expense - Additional Information (Detail) - USD ($) $ in Thousands | Feb. 25, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Feb. 08, 2022 | Jan. 28, 2022 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 51,561 | $ 1,581 | |||
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 | $ 1,200 | ||||
Expected weighted-average period of recognition for unrecognized compensation expense | 1 year 6 months | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 50,700 | ||||
Share based payment arrangement nonvested award excluding option, cost not yet recognized amount | $ 28,800 | ||||
Issuance of Restricted Stock Awards ("RSAs") | 3,784,842 | ||||
Restricted Stock Units (RSUs) [Member] | Related Parties and Officers [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Issuance of Restricted Stock Awards ("RSAs") | 1,905,031 | ||||
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 | 1,500,000 | ||||
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 | 13,590,156 | ||||
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 | 834,123 | ||||
Share based payment award cumulative annual increase percentage of fully diluted Common Stock | 1.00% | ||||
Share based payment award cumulative annual increase percentage | 200.00% |
Borrowing Arrangements - Summar
Borrowing Arrangements - Summary of Estimated Fair Value of The 2022 And 2023 Notes Embedded Derivative (Detail) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended |
Feb. 07, 2022 | Mar. 31, 2022 | |
2022 Notes embedded derivative [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value beginning | $ 172 | $ 313 |
Change in fair value | 141 | |
Payoff of 2022 Notes | (313) | |
Fair Value Ending | 313 | 0 |
2023 Notes embedded derivative [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value beginning | 26,017 | 29,653 |
Change in fair value | 3,636 | |
Conversion of 2023 Notes | (29,653) | |
Fair Value Ending | $ 29,653 | $ 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 | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Debt Instrument [Line Items] | ||
Contractual interest expense | $ 1,052 | $ 1,755 |
Accretion of debt discount | 38,757 | 1,857 |
Accretion of debt issuance costs | 223 | 73 |
Interest and debt expense | $ 40,032 | $ 3,685 |
Borrowing Arrangements - Additi
Borrowing Arrangements - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2018 | Dec. 31, 2021 | |
2022 Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face amount | $ 25.5 | |||
Debt instrument maturity month year | 2022-03 | |||
Debt instrument interest rate stated percentage | 1.50% | |||
Debt instrument additional interest rate stated percentage | 8.00% | |||
Gain (loss) on Extinguishment of Debt | $ 0.3 | |||
Debt issuance costs gross | $ 0.9 | |||
2023 Initial Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face amount | $ 16.1 | |||
2023 Extension Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face amount | $ 48.7 | |||
2023 Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument maturity month year | 2023-03 | |||
Debt instrument interest rate stated percentage | 10.00% | |||
Debt issuance costs gross | 0.4 | |||
Percentage of principal amount of debt redeemed. | 200.00% | |||
Debt instrument convertible fair value of derivative component | $ 5.2 | |||
Debt instrument convertible fair value of equity component | $ 7.2 | |||
Debt instrument convertible fair value of derivative component | 17.5 | |||
Debt instrument convertible fair value of equity component | 22 | |||
Interest Expense | $ 36.7 | |||
Debt issuance costs allocation to derivative component | 0.3 | |||
Debt issuance costs allocation to equity component | $ 0.1 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related To Leases (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities | |
Operating leases | $ 178 |
Weighted average lease term | |
Operating leases | 6 months |
Weighted average discount rate | |
Operating leases | 8.60% |
Leases - Summary of Maturities
Leases - Summary of Maturities of The Operating Lease Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Jan. 01, 2022 |
Lessee Disclosure [Abstract] | ||
2022 (remaining nine months) | $ 308 | |
2023 | 4 | |
Total undiscounted lease payments | 312 | |
Less: imputed interest | (21) | |
Total lease liabilities | $ 291 | $ 500 |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Rental Payments For Operating Leases (Detail) $ in Thousands | Mar. 31, 2022USD ($) |
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 - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 | |
Lessee Disclosure [Abstract] | |||
Operating lease expense | $ 200 | ||
Operating lease right-of-use asset | 300 | $ 500 | |
Operating lease liability current | 291 | $ 0 | |
Operating leases, rent expense, net | $ 200 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense (benefit) | $ 3,000 | $ 4,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | Mar. 31, 2022 | Feb. 08, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Loss contingency estimate of possible loss | $ 2.5 | |||
Inventory held by contract manufacturer | $ 1.7 | $ 1.6 | ||
Vendor contract liability | 0.3 | $ 0.3 | ||
Retention bonus | 0.5 | $ 4.6 | ||
Retention bonus current | 0.3 | |||
Other employee-related liabilities, non current | $ 0.2 |
Segment Information and Geogr_3
Segment Information and Geographic Information - Summary of Revenue by Geographical Region (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Geographic Areas Revenues From External Customers [Line Items] | ||
Total net sales | $ 1,367 | $ 383 |
Americas [Member] | ||
Geographic Areas Revenues From External Customers [Line Items] | ||
Total net sales | 276 | 171 |
Asia [Member] | ||
Geographic Areas Revenues From External Customers [Line Items] | ||
Total net sales | 744 | 149 |
Europe Middle East And Africa [Member] | ||
Geographic Areas Revenues From External Customers [Line Items] | ||
Total net sales | $ 347 | $ 63 |
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 | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Net loss attributable to common stockholder, basic and diluted | $ (104,682) | $ (14,714) |
Weighted average shares of common stock outstanding, basic and diluted | 87,705,256 | 62,811,287 |
Net loss per share attributable to common stockholder, basic and diluted | $ (1.19) | $ (0.23) |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per share (Detail) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 32,770,229 | 19,233,384 |
Public Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 13,799,988 | 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 | 7,520,000 | 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 | 3,397,923 | 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 | 8,052,318 | 13,813,905 |
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 | 5,419,479 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Jun. 21, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Due to related parties | $ 1,070,000 | $ 0 | |||
Number Of Common Stock Warrants Issued To Related Parties | 4,900,929 | ||||
Related Party Debt Accrued Interest | $ 1,700,000 | $ 1,200,000 | |||
Expenses recognized on awards | $ 51,561,000 | 1,581,000 | |||
Stock Issued During Period Shares To Reimburse A Related Party For Merger related Expenses | 863,000 | ||||
Related Party Merger Related Expenses Amount | $ 1,700,000 | ||||
Related Party Private Placement Warrants [Member] | |||||
Number Of Warrants Held By A Related Party | 6,580,000 | ||||
Exercise price per share | $ 11.50 | ||||
Related Party Restricted Stock Units [Member] | |||||
Number of units granted to related parties | 2,963,703 | ||||
Aggregate fair value of units granted to related parties | $ 20,100,000 | ||||
Expenses recognized on awards | $ 20,100,000 | ||||
Number of Shares Owned By Related party | 6,037,500 | ||||
Related Party Restricted Stock Units [Member] | Share Price Equals Or Exceeds Twelve Dollar Per Share [Member] | |||||
Share price | $ 12 | ||||
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 | 10.00% | ||||
Maturity | March 2023 | ||||
February 2016 Collaborative Agreement [Member] | |||||
Revenues | $ 0 | $ 0 | |||
Sensata Technology Inc [Member] | Collaborative Agreement [Member] | |||||
Related Party Investment In The Initial Closing Of The Offering Of Convertible Preferred Stock | 50,000,000 | ||||
Total purchase amount of equipment | 1,000,000 | ||||
Sensata Technology Inc [Member] | Collaborative Arrangement One [Member] | |||||
Revenues | 0 | ||||
Number Of Warrants Issued During Period Shares In Exchange For Services Of Related Party | 2.5 | ||||
Fair Value Of Warrants | $ 17,600 | 23,300 | |||
Expenses incurred under the arrangement | $ 0 | ||||
Investor [Member] | Convertible Promissory Notes [Member] | |||||
Debt instrument face amount | 64,800,000 | $ 64,800,000 | |||
Convertible Promissory Notes Issued To Four Related Parties [Member] | Convertible Promissory Notes [Member] | |||||
Debt instrument face amount | $ 27,200,000 | $ 27,200,000 |