UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 3)
CURRENT REPORT
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Introductory Note
On February 8, 2022, Quanergy Systems, Inc., a Delaware corporation (the “Company”) (f/k/a CITIC Capital Acquisition Corp. (“CCAC”)), filed a Current Report on Form 8-K and Amendment No. 1 on Form 8-K/A (together, the “Original Report”) to report the Closing and related matters under Items 1.01, 2.01, 3.02, 4.01, 5.01, 5.02, 5.06 and 9.01 of Form 8-K. On March 31, 2022, the Company filed Amendment No. 2 on Form 8-K/A to amend the financial statements provided under Items 9.01(a) and 9.01(b) in the Original Report to include (a) the audited consolidated financial statements of Legacy Quanergy as of and for the years ended December 31, 2021 and 2020 and the related notes and (b) the unaudited pro forma condensed combined financial information of the Company as of and for the year ended December 31, 2021.
This Amendment No. 3 amends the disclosure provided under Item 4.01 in the Original Report to confirm that, upon the Company’s filing of the 2021 Form 10-K on March 31, 2022, WithumSmith+Brown, PC was dismissed as, and Grant Thornton LLP became, the Company’s independent registered public accounting firm. This Amendment No. 3 does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Company subsequent to the filing date of the Original Report.
Capitalized terms used herein by not defined herein have the meanings given to such terms in the Original Report.
| Item 4.01. | Changes in Registrant’s Certifying Accountant. |
On February 8, 2022, our Board approved the engagement of Grant Thornton LLP (“Grant Thornton”) as our independent registered public accounting firm to audit our consolidated financial statements for the year ending December 31, 2022. Grant Thornton served as the independent registered public accounting firm of Legacy Quanergy prior to the Business Combination. Accordingly, WithumSmith+Brown, PC (“Withum”), the Company’s independent registered public accounting firm prior to the Business Combination, was informed on February 8, 2022 that it would be dismissed effective following the completion of the Company’s audit for the year ended December 31, 2021, which consists only of the accounts of CCAC prior to the Business Combination, and replaced by Grant Thornton as our independent registered public accounting firm. On March 31, 2022, following the completion of CCAC’s audit for the year ended December 31, 2021, Withum was dismissed as our independent registered public accounting firm.
Withum’s report on the Company’s balance sheets as of December 31, 2021 and 2020, the related statements of operations, changes in shareholders’ equity (deficit) and cash flows for the years ended December 31, 2021 and 2020, and the related notes to the financial statements (collectively, the “financial statements”) did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
During the period from September 9, 2019 (inception) to December 31, 2021 and the subsequent interim period through March 31, 2022, there were no: (i) disagreements with Withum on any matter of accounting principles or practices, financial statement disclosures or audited scope or procedures, which disagreements if not resolved to Withum’s satisfaction would have caused Withum to make reference to the subject matter of the disagreement in connection with its report or (ii) reportable events as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act.
During the period from September 9, 2019 (inception) to December 31, 2021, and the interim period through March 31, 2022, the Company did not consult Grant Thornton with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by Grant Thornton that Grant Thornton concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is described in Item 304(a)(1)(iv) of Regulation S-K under the Exchange Act and the related instructions to Item 304 of Regulation S-K under the Exchange Act, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act.
We provided Withum with a copy of the disclosures made by us in response to Item 304(a) of Regulation S-K under the Exchange Act, and requested that Withum furnish us with a letter addressed to the SEC stating whether it agrees with the statements made by us in response to Item 304(a) of Regulation S-K under the Exchange Act and, if not, stating the respects in which it does not agree. A letter from Withum is attached hereto as Exhibit 16.1.
| Item 9.01. | Completion of Acquisition of Assets. |
(d) Exhibits:
| Exhibit Number |
Description | |
| 16.1 | Letter from WithumSmith+Brown, PC to the SEC, dated April 4, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 4, 2022
| QUANERGY SYSTEMS, INC. | ||
| By: | /s/ Patrick Archambault | |
| Patrick Archambault | ||
| Chief Financial Officer | ||
Exhibit 16.1
April 4, 2022
Office of the Chief Accountant
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
United States of America
Commissioners:
We have read the statements of Quanergy Systems, Inc. (formally known as CITIC Capital Acquisition Corp.) included under Item 4.01 of its Form 8-K/A dated April 4, 2022. We agree with the statements concerning our Firm under Item 4.01, in which we were dismissed effective March 31, 2022 following the completion of CITIC Capital Acquisition Corp.’s audit for the year ended December 31, 2021. We are not in a position to agree or disagree with other statements contained therein.
| Very truly yours, |
| /s/ WithumSmith+Brown, PC |
| New York, New York |
Document and Entity Information |
Feb. 08, 2022 |
|---|---|
| Document And Entity Information [Line Items] | |
| Document Type | 8-K/A |
| Amendment Flag | true |
| Document Period End Date | Feb. 08, 2022 |
| Entity Registrant Name | QUANERGY SYSTEMS, INC. |
| Entity Incorporation, State or Country Code | DE |
| Entity File Number | 001-39222 |
| 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 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | true |
| Entity Ex Transition Period | false |
| Amendment Description | On February 8, 2022, Quanergy Systems, Inc., a Delaware corporation (the “Company”) (f/k/a CITIC Capital Acquisition Corp. (“CCAC”)), filed a Current Report on Form 8-K and Amendment No. 1 on Form 8-K/A (together, the “Original Report”) to report the Closing and related matters under Items 1.01, 2.01, 3.02, 4.01, 5.01, 5.02, 5.06 and 9.01 of Form 8-K. On March 31, 2022, the Company filed Amendment No. 2 on Form 8-K/A to amend the financial statements provided under Items 9.01(a) and 9.01(b) in the Original Report to include (a) the audited consolidated financial statements of Legacy Quanergy as of and for the years ended December 31, 2021 and 2020 and the related notes and (b) the unaudited pro forma condensed combined financial information of the Company as of and for the year ended December 31, 2021.This Amendment No. 3 amends the disclosure provided under Item 4.01 in the Original Report to confirm that, upon the Company’s filing of the 2021 Form 10-K on March 31, 2022, WithumSmith+Brown, PC was dismissed as, and Grant Thornton LLP became, the Company’s independent registered public accounting firm. This Amendment No. 3 does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Company subsequent to the filing date of the Original Report. |
| Entity Central Index Key | 0001794621 |
| Common Stock [Member] | |
| Document And Entity Information [Line Items] | |
| Title of 12(b) Security | Common Stock, $0.0001 par value per share |
| Trading Symbol | QNGY |
| Security Exchange Name | NYSE |
| Warrant [Member] | |
| Document And 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 WT |
| Security Exchange Name | NYSE |