Cover Page
Cover Page | 12 Months Ended |
Dec. 31, 2021 | |
Entity Information [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | QUANERGY SYSTEMS, INC. |
Entity Central Index Key | 0001794621 |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Small Business | true |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Cash | $ 31,344 | $ 981,606 |
Prepaid expenses | 47,048 | 16,589 |
Total current assets | 78,392 | 998,195 |
Investments held in Trust Account | 277,873,665 | 277,845,876 |
Deferred offering costs | 4,000,159 | |
Total Assets | 281,952,216 | 278,844,071 |
Liabilities: | ||
Accounts payable and accrued expenses | 3,268,175 | 28,509 |
Due to related parties | 1,659,679 | 55,931 |
Total current liabilities | 4,927,854 | 84,440 |
Deferred underwriting commissions | 9,660,000 | 9,660,000 |
Warrant liability | 17,316,319 | 36,620,000 |
Total liabilities | 31,904,173 | 46,364,440 |
Commitments and Contingencies | ||
Shareholders' deficit: | ||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | ||
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (25,952,647) | (43,521,059) |
Total shareholders' deficit | (25,951,957) | (43,520,369) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 281,952,216 | 278,844,071 |
Class A Common Stock | ||
Liabilities: | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 27,600,000 shares (at redemption value of $10.00 per share) at December 31, 2021 and December 31, 2020 | 276,000,000 | 276,000,000 |
Shareholders' deficit: | ||
Ordinary shares | 0 | 0 |
Class B common stock | ||
Shareholders' deficit: | ||
Ordinary shares | $ 690 | $ 690 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Ordinary shares subject to possible redemption | 27,600,000 | 27,600,000 |
Preferred shares, par value | $ 0.0001 | $ 0.0001 |
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred shares, shares Issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares subject to possible redemption | 27,600,000 | 27,600,000 |
Ordinary shares, redemption price per share | $ 10 | $ 10 |
Common shares, par value | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 200,000,000 | 200,000,000 |
Common shares, shares issued | 0 | 0 |
Common shares, shares outstanding | 0 | 0 |
Class B common stock | ||
Common shares, par value | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 20,000,000 | 20,000,000 |
Common shares, shares issued | 6,900,000 | 6,900,000 |
Common shares, shares outstanding | 6,900,000 | 6,900,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
General and administrative expenses | $ 5,763,217 | $ 562,220 |
Loss from operations | (5,763,217) | (562,220) |
Other income (expenses): | ||
Interest income and realized gain from sale from investments held in Trust Account | 27,789 | 1,845,877 |
Warrant issuance costs | (1,044,453) | |
Excess of the fair value of private placement warrants over the cash received | (2,932,800) | |
Unrealized gain (loss) on fair value changes of warrants | 23,303,840 | (7,813,200) |
Net income (loss) | 17,568,412 | (10,506,796) |
Class A Common Stock | ||
Other income (expenses): | ||
Net income (loss) | $ 14,054,730 | $ (8,186,784) |
Weighted average shares outstanding of ordinary shares, basic and diluted | 27,600,000 | 24,348,493 |
Basic and diluted net income (loss) per ordinary share | $ 0.51 | $ (0.34) |
Class B common stock | ||
Other income (expenses): | ||
Net income (loss) | $ 3,513,682 | $ (2,320,012) |
Weighted average shares outstanding of ordinary shares, basic and diluted | 6,900,000 | 6,900,000 |
Basic and diluted net income (loss) per ordinary share | $ 0.51 | $ (0.34) |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) | Total | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Class B common stock | Class B common stockCommon Stock [Member] |
Beginning balance at Dec. 31, 2019 | $ 2,034 | $ 24,310 | $ (22,966) | $ 690 | |
Beginning balance, shares at Dec. 31, 2019 | 6,900,000 | ||||
Accretion for Class A ordinary Shares to Redemption Amount | (33,015,607) | (24,310) | (32,991,297) | ||
Net income (loss) | (10,506,796) | (10,506,796) | $ (2,320,012) | ||
Ending balance at Dec. 31, 2020 | (43,520,369) | (43,521,059) | $ 690 | ||
Ending balance, shares at Dec. 31, 2020 | 6,900,000 | ||||
Net income (loss) | 17,568,412 | 17,568,412 | $ 3,513,682 | ||
Ending balance at Dec. 31, 2021 | $ (25,951,957) | $ (25,952,647) | $ 690 | ||
Ending balance, shares at Dec. 31, 2021 | 6,900,000 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from Operating Activities: | ||
Net income (loss) | $ 17,568,412 | $ (10,506,796) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest earned on investment held in Trust Account | (27,789) | |
Excess of the fair value of private placement warrants over the cash received | 2,932,800 | |
Warrant issuance costs | 1,044,453 | |
Realized gain and interest earned on investment held in Trust Account | (1,845,876) | |
Unrealized (gain)/loss on fair value changes of warrants | (23,303,840) | 7,813,200 |
Changes in current assets and current liabilities: | ||
Prepaid expenses and other expenses | (30,459) | (16,589) |
Accrued offering costs and expenses | 3,239,666 | 28,509 |
Due to related party | 1,603,748 | 10,080 |
Net cash used in operating activities | (950,262) | (540,219) |
Cash Flows from Investing Activities: | ||
Cash deposited into Trust Account | (276,000,000) | |
Net cash used in investing activities | (276,000,000) | |
Cash flows from Financing Activities: | ||
Proceeds from Initial Public Offering, net of underwriters' fees | 276,000,000 | 276,000,000 |
Proceeds from private placement | 7,520,000 | |
Repayment of Sponsor loan | (300,000) | |
Payments of offering costs | (5,998,175) | |
Net cash provided by financing activities | 277,221,825 | |
Net Change in Cash | (950,262) | 681,606 |
Cash - Beginning | 981,606 | 300,000 |
Cash - Ending | 31,344 | 981,606 |
Supplemental Disclosure of Non-cash Financing Activities: | ||
Deferred underwriting fee payable | $ 9,660,000 | |
Deferred offering costs GEM warrant | $ 4,000,159 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1-Description Organization and General CITIC Capital Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on September 9, 2019. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search on the energy efficiency, clean technology and sustainability sectors. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity through December 31, 2021 relates to the Company’s formation, the initial public offering described below, and, since the completion of the Initial Public Offering (“IPO”) as defined below, searching for a target to consummate a Business Combination and merger related expenses. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is CITIC Capital Acquisition LLC, a Cayman Islands limited liability company (the “Sponsor”). Merger On June 21, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, CITIC Capital Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), and Quanergy Systems, Inc., a Delaware corporation (“Quanergy”). At the closing of the transactions contemplated by the Merger Agreement (the “Closing”), upon the terms and subject to the conditions of the Merger Agreement, in accordance with the Delaware General Corporation Law, as amended (the “DGCL”), Merger Sub was merged with and into Quanergy, the separate corporate existence of Merger Sub ceased and Quanergy was the surviving corporation and a wholly owned subsidiary of the Company (the “Merger”); as a result of the Merger, among other things, in the aggregate, a number of the Company’s ordinary shares (or a number of the Company’s common shares after its Domestication (as defined below), the “Quanergy PubCo common share”) equal to the quotient obtained by dividing (x) $970,000,000 by (y) $10.00 will be issued or issuable to holders of outstanding Quanergy capital stock, including any shares of Quanergy capital stock issued or issuable pursuant to exercise or conversion of any warrants or convertible notes, and Quanergy equity awards, calculated using the treasury stock method of accounting; and upon the effective time of the Merger (the “Effective Time”), the Company immediately was renamed “Quanergy Systems, Inc.” The Agreement contains customary representations and warranties, covenants, closing conditions, termination fee provisions and other terms relating to the initial Business Combination and the other transactions contemplated thereby. The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements and transactions by the respective shareholders of the Company and Quanergy, (ii) effectiveness of the proxy / registration statement on Form S-4 to Other conditions to Quanergy’s obligations to consummate the Merger include, among others, that as of the Closing, (i) the Company’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”), and (ii) the amount of cash available in (x) the Trust Account, following the extraordinary general meeting, into which substantially all of the proceeds of the Company’s initial public offering and private placements of its warrants have been deposited for the benefit of the Company, certain of its public shareholders and the underwriters of the Company’s initial public offering, after deducting the amount required to satisfy the Company’s obligations to its shareholders (if any) that exercise their rights to redeem their Class A Ordinary Shares pursuant to the Companies Act (as revised) of the Cayman Islands the Company’s Amended and Restated Memorandum and Articles of Association ( the “Cayman Constitutional Documents”) (the “Trust Amount”) plus (y) the PIPE Investment (as defined below), is at least equal to $175,000,000. The Company has entered into subscription agreements (the “Subscription Agreements”) with certain institutional and accredited investors, including, among others, certain existing equityholders of Quanergy (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to purchase, in the aggregate, 4,000,000 shares of Quanergy PubCo common shares at $10.00 per share for an aggregate commitment amount of $40 million (the “PIPE Investment Amount”). On February 8, 2022 (the “Closing Date”), the Company consummated the previously announced merger (the “Closing”) pursuant to the Merger Agreement, by and among the Company and Quanergy Systems, Inc., a Delaware corporation (when referred to in its pre-Business On the Closing Date, purchasers subscribed to purchase from the Company an aggregate of 3,650,000 shares of the Company’s Common Stock (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $36,500,000, pursuant to separate subscription agreements (each, a “Subscription Agreement”). The sale of PIPE Shares was consummated substantially concurrently with the Closing. Financing The registration statement for the Company’s Initial Public Offering (as defined below) was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 10, 2020. On February 13, 2020, the Company consummated its Initial Public Offering (the “Initial Public Offering”) of 27,600,000 units (each, a “Unit” and collectively, the “Units”), including 3,600,000 Units issued pursuant to the exercise in full of the underwriters’ over-allotment option, at $10.00 per Unit, generating gross proceeds of $276 million, and incurring offering costs of approximately $15.70 million, inclusive of $9.66 million in deferred underwriting commissions (Note 3). The Company intends to finance its initial Business Combination with the proceeds from the Initial Public Offering and a $7.52 million private placement of warrants (the “Private Placement Warrants”) (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $276 million was held in a trust account (discussed below). As of December 31, 2021, the Company had approximately $31,344 in cash held outside of the trust account (discussed below). Trust Account Upon the closing of the Initial Public Offering, $276 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering, including the proceeds of the Private Placement Warrants, was held in a trust account (the “Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete an initial Business Combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company provided its holders (the “Public Shareholders”) of its Class A ordinary shares, par value $0.0001, sold in the Initial Public Offering (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination. In connection with an extraordinary general meeting of stockholders held on January 31, 2022 (the “Special Meeting”) and the Business Combination, holders of 26,867,796 of the Company’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 $270,503,771. On February 8, 2022, holders of 600,000 of the Company’s Class A ordinary shares, or approximately 2.2% of the shares with redemption rights, reversed their prior redemptions, resulting in $6,040,773 being returned to the trust account established at the consummation of the Company’s IPO prior to the Closing. The per-share The Company’s Sponsor, officers and directors (the “initial shareholders”) have agreed, pursuant to a written agreement with the Company, that they will not propose any amendment to the Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering (the “Combination Period”), which is February 13, 2022, or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial per-share The Company had 24 months (until February 13, 2022) from the closing of the Initial Public Offering to complete its initial Business Combination. On February 8, 2022, the Business Combination with Quanergy was closed, see detail above in Note 1 Merger section. Liquidity As of December 31, 2021 and 2020, the Company had cash outside the Trust Account of $31,344 and $981,606 available for working capital needs. All cash and securities held in the Trust Account are generally unavailable for the Company’s use, prior to an initial Business Combination, and are restricted for use either in a Business Combination or to redeem ordinary shares. As of December 31, 2021, none of the amount in the Trust Account was available to be withdrawn as described above. Through December 31, 2021, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares, advances from the Sponsor in an aggregate amount of $300,000 which were repaid upon the Initial Public Offering (as described in Note 3), the remaining net proceeds from the Initial Public Offering and Private Placement (as described in Note 3 and 4) and the amount due to related parties of $1,659,679(as described in Note 4). On June 21, 2021, the Company has entered into the Subscription Agreements with PIPE Investors, pursuant to which the PIPE Investors agreed to purchase, in the aggregate, 4,000,000 shares of Quanergy PubCo common shares at $10.00 per share for an aggregate commitment amount of $40 million. The PIPE Investment Amounts will be used to pay the expenses related to the Business Combination with Quanergy. On February 8, 2022, the Business Combination with Quanergy was closed. Based on the foregoing, management believes that the surviving corporation will have sufficient working capital and borrowing capacity to meet its needs through one year from this filing. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2-Summary Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt-out to non-emerging growth to opt-out is to opt-out of Use of Estimates The preparation of these financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and December 31, 2020. Investments Held in Trust Account At December 31, 2021 and December 31, 2020, the assets held in the Trust Account were held in money market funds. The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on Investments Held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A-“Expenses of Offering”. Offering costs consist of legal, accounting, underwriting fees and other costs that are directly related to the Initial Public Offering and subsequent offerings. Offering costs amounting to $1,044,453 were charged to temporary equity upon the completion of the Initial Public Offering. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. As of December 31, 2021, $4,000,158 of deferred offering costs are presented on the balance sheet related to the fair value of the GEM Warrants (see Note 3). Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “ Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2021 and December 31, 2020, 27,600,000 Class A ordinary shares subject to possible redemption were presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets respectively. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value, which resulted in charges against additional paid-in Net Income (Loss) per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 14,891,667 potential ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the year ended December 31, 2021 and 2020 because the warrants are contingently exercisable, and the contingencies have not yet been met as of December 31, 2021. As a result, diluted net income (loss) per ordinary share is the same as basic net loss per ordinary share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary share: The Year Ended December 31, 2021 The Year Ended December 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 14,054,730 $ 3,513,682 $ (8,186,784 ) $ (2,320,012 ) Denominator: Weighted average shares outstanding 27,600,000 6,900,000 24,348,493 6,900,000 Basic and diluted net income (loss) per ordinary share $ 0.51 $ 0.51 $ (0.34 ) $ (0.34 ) Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021 and December 31, 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2021 and December 31, 2020. The Company is currently not aware of any issues that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, other than the derivative warrant liability (see Note 6). Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The Company’s private warrants liability and GEM warrant liability are based on a valuation models utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. See Note 6 for additional information on assets and liabilities measured at fair value. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each current or non-current based on or not net-cash settlement or FASB ASC 470-20, Debt with The warrants included in the GEM Agreement (see Note 5), which entitles the GEM Investor is to purchase Quanergy PubCo common stock pursuant to the Quanergy PubCo warrant exercisable for up to 2.5% of the outstanding common stock of Quanergy on a fully diluted basis as of the closing of the Business Combination for a period of 3 years, are derivative warrants. These warrants will need to be fair valued at the time of issuance and adjusted at each reporting period. Recent Accounting Pronouncements In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) (“ASU 2020-06”) instruments. ASU 2020-06 eliminates equity. ASU 2020-06 amends if-converted instruments. ASU 2020-06 is that ASU 2020-06 would Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Initial Public Offering | Note 3-Initial On February 13, 2020, the Company sold 27,600,000 Units at a price of $10.00 per Unit, including 3,600,000 Units issued pursuant to the exercise in full of the underwriters’ over-allotment option. Each Unit consists of one Class A ordinary share, par value $0.0001 per share and one-half The Company paid an underwriting discount at the closing of the Initial Public Offering of $5.52 million. An additional fee of $9.66 million was deferred and was paid upon the Company’s completion of an initial Business Combination. The deferred portion of the discount was paid to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination. All of the 27,600,000 Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with SEC guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, The Class A ordinary shares are accounted for in accordance to codified in ASC 480-10-S99. paid-in As of December 31, 2021, the Class A ordinary shares subject to possible redemption reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 276,000,000 Less: Proceeds allocated to Public Warrants (18,354,000 ) Ordinary share issuance costs (14,661,607 ) Plus: Accretion of carrying value to redemption value 33,015,607 Class A ordinary shares subject to possible redemption $ 276,000,000 Warrants The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Company is not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire five years after February 8, 2022 or earlier upon redemption or liquidation. If (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination, and (z) the volume weighted average trading price of the Class A ordinary shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price of the Warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that, so long as they are held by the Sponsor or its permitted transferees, the Private Placement Warrants (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. 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 the Company and exercisable by the holders on the same basis as the Public Warrants. The Company may call the Public Warrants for redemption (except with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported closing price of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. Additionally, in no event will the Company be required to net cash settle any Warrants. GEM Warrant On February 8, 2022, Quanergy issued the GEM Warrant (the “GEM Warrant”), pursuant to the GEM Agreement, with a 36-month term to purchase 3,397,923 shares of Common Stock at a strike price per share equal to $10.00, to GEM Yield Bahamas Limited. The sale of the GEM Warrant was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act (see Note 5). None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4-Related Founder Shares On November 14, 2019, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs in consideration for 5,750,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). Effective December 10, 2019, the Sponsor transferred 718,750 Founder Shares to Henri Arif, the Company’s independent director, for a purchase price of $3,125 (the same per-share As of December 31, 2021 and December 31, 2020, the Sponsor held 6,002,500 Founder Shares. The initial shareholders had agreed to forfeit up to 900,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. The underwriter exercised its over-allotment option in full, hence, these Founder Shares were no longer subject to forfeiture. The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial Business Combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “lock-up”). Notwithstanding any 30-trading day lock-up. Private Placement Warrants Concurrently with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,520,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant. Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. On March 30, 2020, the Sponsor transferred 940,000 Private Placement Warrants to Mr. Arif. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Advances As of December 31, 2021 and December 31, 2020, the amount due to related parties was $1,659,679 and $55,931, respectively. The amounts were unpaid reimbursements for the operating expenses, administrative support expenses (as described below—Administrative Support Agreement), merger related expenses and deferred offering costs paid by the related parties on behalf of the Company. Sponsor Loan On December 9, 2019, the Sponsor loaned the Company $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). The terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into private placement warrants at a price of $1.00 per warrant. As of December 31, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on the date of the final prospectus, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support services. For the year ended December 31, 2021, the Company incurred $120,000 of administrative services under this arrangement, respectively. For the year ended December 31 2020, the Company incurred $105,862 of administrative services under this arrangement. Upon completion of the initial Business Combination, the Company ceased paying these monthly fees. |
Commitments & Contingencies
Commitments & Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 5-Commitments & Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Management continues to evaluate the impact of the COVID-19 pandemic on the Registration Rights The holders of Founder Shares, Private Placement Warrants, and securities that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration rights agreement dated as of February 10, 2020. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period Underwriting Agreement The underwriters were paid a cash underwriting discount of $5,520,000, or $0.20 per Unit of the gross proceeds of the initial 27,600,000 Units (inclusive of 3,600,000 unit over-allotment option) sold in the Initial Public Offering, in the aggregate. In addition, the underwriters were entitled to a deferred fee of (i) $0.35 per Unit of the gross proceeds of the initial 24,000,000 Units sold in the Initial Public Offering, or $8,400,000, and (ii) $0.35 per Unit of the gross proceeds from the 3,600,000 Units sold pursuant to the over-allotment option, or $1,260,000, aggregating to a deferred fee of $9,660,000. The deferred fee was paid to the underwriters from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. GEM Agreement In order to better manage working capital and liquidity needs post Business Combination, the Company, GEM Global Yield LLC SCS (“GEM Investor”) and GEM Yield Bahamas Ltd. (“GYBL”) entered into a Share Purchase Agreement, dated December 12, 2021 (the “GEM Agreement”), which allows the Company to fund general corporate purpose and working capital needs. The Company is entitled to draw up to $125 million of gross proceeds in exchange for shares of the Company’s Common Stock, at a price equal to 90% of the average closing bid price of the shares of the Company’s Common Stock on the NYSE for a 30 day period, subject to meeting the terms and conditions of the GEM Agreement. GEM Investor is also entitled to purchase shares of the Company’s Common Stock pursuant to a warrant exercisable for up to 2.5% of our outstanding shares of the Company’s Common Stock on a fully diluted basis as of the closing of the Business Combination for a period of 3 years. In January 2022, the Company negotiated an amendment to the GEM Agreement to provide for two advance draw downs of $12.5 million each that are not limited based on trading volume. |
Recurring Fair Value Measuremen
Recurring Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Assets Held-in-trust [Abstract] | |
Recurring Fair Value Measurements | Note 6-Recurring As of December 31, 2021 and 2020, investment securities in the Company’s Trust Account consisted of a treasury securities fund in the amount of $277,873,665 and $277,845,876 which was held as money market funds, respectively. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Total Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account—Money Market Fund $ 277,873,665 $ 277,873,665 $ — $ — Liabilities: Warrant Liabilities-Public Warrants $ 8,556,000 $ 8,556,000 $ — $ — Warrant Liabilities-Private Warrants 4,760,160 — — 4,760,160 Warrant Liabilities-GEM Warrants 4,000,159 — — 4,000,159 $ 17,316,319 $ 8,556,000 $ — $ 8,760,319 The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2020, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Total Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account—Money Market Fund $ 277,845,876 $ 277,845,876 $ — $ — Liabilities: Warrant Liabilities-Public Warrants $ 23,460,000 $ 23,460,000 $ — $ — Warrant Liabilities-Private Warrants 13,160,000 — — 13,160,000 $ 36,620,000 $ 23,460,000 $ — $ 13,160,000 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and The Private Warrants and GEM Warrants are considered to be a Level 3 fair value measurements due to the use of unobservable inputs. The Black Scholes Option Pricing Model’s primary unobservable input utilized in determining the fair value of the Private Warrants and GEM Warrants is the expected volatility of the ordinary shares. The expected volatility as of the IPO date was derived from the post-merger announced publicly traded warrants for comparable SPAC companies as of the valuation date. A Monte Carlo Simulation Method was used in estimating the fair value of the public warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Warrants. For periods subsequent to the detachment of the warrants from the Units, including December 31, 2021 and December 31, 2020, the closing price of the public warrants was used as the fair value as of each relevant date. The key inputs into the Black Scholes Option Pricing Model for the Private Warrants were as follows at each of the following balance sheet dates: Input December 31, 2021 December 31, 2020 Risk-free interest rate 1.26 % 0.47 % Expected term (years) 5.00 5.00 Expected volatility 10.30 % 22.0 % Dividend yield 0.0 % 0.0 % Exercise price $ 11.50 $ 11.50 Asset Price $ 10.01 $ 10.48 The key inputs into the Black Scholes Option Pricing Model for the GEM Warrants were as follows: Input December 12, 2021 December 31, 2021 Risk-free interest rate 0.95 % 0.97 % Expected term (years) 3.00 3.00 Expected volatility 10.5 % 10.5 % Dividend yield 0.0 % 0.0 % Exercise price $ 10.00 $ 10.00 Asset Price $ 10.74 $ 10.48 The primary significant unobservable input used in the fair value measurement of the Company’s private warrants and GEM Warrants is the expected volatility of the ordinary shares. Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement. The following table presents the changes in the fair value of warrant liabilities: Private Warrants Public Warrants GEM Warrants Total Fair value as of February 13, 2020 $ 10,452,800 $ 18,354,000 $ — $ 28,806,800 Change in valuation 2,707,200 5,106,000 — 7,813,200 Fair value as of December 31, 2020 13,160,000 23,460,000 — 36,620,000 Change in valuation (8,399,840 ) (14,904,000 ) 4,000,159 (19,303,681 ) Fair value as of December 31, 2021 $ 4,760,160 $ 8,556,000 $ 4,000,159 $ 17,316,319 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. There were transfers between levels for the year ended December 31, 2021 and for the period from February 13, 2020 through December 31, 2020 other than the transfer of the Public Warrants from Level 3 to Level 1. 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 December 31, 2019 $ — Initial value of public and private warrant liabilities at February 13, 2020 28,806,800 Change in fair value of private warrants 2,707,200 Public warrants transferred to level 1 (18,354,000 ) Fair value at December 31, 2020 13,160,000 Initial value of GEM warrants at December 12, 2021 4,000,159 Change in fair value of private and GEM (8,399,840 ) Fair Value at December 31, 2021 $ 8,760,319 |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2021 | |
Federal Home Loan Banks [Abstract] | |
Shareholders' Equity (Deficit) | Note 7-Shareholders’ Preferred Shares Class A Ordinary Shares - Class B Ordinary Shares Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to vote on the election of the Company’s directors prior to the initial Business Combination. The Class B ordinary shares were automatically convert into Class A ordinary shares at the closing of the initial Business Combination on a one-for-one |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8-Subsequent The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than as disclosed in the notes to financial statements and described below, the Company did not find any events that would require adjustment or disclosure in the financial statements. On February 8, 2022 (the “Closing Date”), the Company consummated the previously announced merger (the “Closing”) pursuant to the Merger Agreement, by and among the Company and Quanergy Systems, Inc., a Delaware corporation (when referred to in its pre-Business corporate name to Quanergy Perception Technologies, Inc. The Company’s shareholders approved the business combination (the “Business Combination”) and the change of the Company’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and domesticating and continuing as a corporation formed under the laws of the State of Delaware (the “Domestication”) at an extraordinary general meeting of stockholders held on January 31, 2022 (the “Special Meeting”). In connection with the Special Meeting and the Business Combination, holders of 26,867,796 of the Company’s Class A ordinary shares (“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 $270,503,771. On February 8, 2022, holders of 600,000 of the Company’s Class A Ordinary Shares, or approximately 2.2% of the shares with redemption rights, reversed their prior redemptions, resulting in $6,040,773 being returned to the trust account established at the consummation of the Company’s initial public offering prior to the Closing. On the Closing Date, purchasers subscribed to purchase from the Company an aggregate of 3,650,000 shares of the Company’s Common Stock (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $36,500,000, pursuant to separate subscription agreements (each, a “Subscription Agreement”). The sale of PIPE Shares was consummated substantially concurrently with the Closing. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. $1,044,453 were charged to temporary equity upon the completion of the Initial Public Offering. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. As of December 31, 2021, $4,000,158 of deferred offering costs are presented on the balance sheet related to the fair value of the GEM Warrants (see Note 3). |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “ Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2021 and December 31, 2020, 27,600,000 Class A ordinary shares subject to possible redemption were presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets respectively. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value, which resulted in charges against additional paid-in |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, other than the derivative warrant liability (see Note 6). |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The Company’s private warrants liability and GEM warrant liability are based on a valuation models utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. See Note 6 for additional information on assets and liabilities measured at fair value. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) (“ASU 2020-06”) instruments. ASU 2020-06 eliminates equity. ASU 2020-06 amends if-converted instruments. ASU 2020-06 is that ASU 2020-06 would Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of basic and diluted net income (loss) per ordinary share | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary share: The Year Ended December 31, 2021 The Year Ended December 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 14,054,730 $ 3,513,682 $ (8,186,784 ) $ (2,320,012 ) Denominator: Weighted average shares outstanding 27,600,000 6,900,000 24,348,493 6,900,000 Basic and diluted net income (loss) per ordinary share $ 0.51 $ 0.51 $ (0.34 ) $ (0.34 ) |
Initial Public Offering (Tables
Initial Public Offering (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Summary of Ordinary Share Reflected on the Balance Sheet | As of December 31, 2021, the Class A ordinary shares subject to possible redemption reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 276,000,000 Less: Proceeds allocated to Public Warrants (18,354,000 ) Ordinary share issuance costs (14,661,607 ) Plus: Accretion of carrying value to redemption value 33,015,607 Class A ordinary shares subject to possible redemption $ 276,000,000 |
Recurring Fair Value Measurem_2
Recurring Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Assets Held-in-trust [Abstract] | |
Schedule of Recurring Fair Values Investments Quoted Price in Active Markets for identical Assets | The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Total Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account—Money Market Fund $ 277,873,665 $ 277,873,665 $ — $ — Liabilities: Warrant Liabilities-Public Warrants $ 8,556,000 $ 8,556,000 $ — $ — Warrant Liabilities-Private Warrants 4,760,160 — — 4,760,160 Warrant Liabilities-GEM Warrants 4,000,159 — — 4,000,159 $ 17,316,319 $ 8,556,000 $ — $ 8,760,319 The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2020, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Total Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account—Money Market Fund $ 277,845,876 $ 277,845,876 $ — $ — Liabilities: Warrant Liabilities-Public Warrants $ 23,460,000 $ 23,460,000 $ — $ — Warrant Liabilities-Private Warrants 13,160,000 — — 13,160,000 $ 36,620,000 $ 23,460,000 $ — $ 13,160,000 |
Summary of fair value measurements inputs | The key inputs into the Black Scholes Option Pricing Model for the Private Warrants were as follows at each of the following balance sheet dates: Input December 31, 2021 December 31, 2020 Risk-free interest rate 1.26 % 0.47 % Expected term (years) 5.00 5.00 Expected volatility 10.30 % 22.0 % Dividend yield 0.0 % 0.0 % Exercise price $ 11.50 $ 11.50 Asset Price $ 10.01 $ 10.48 The key inputs into the Black Scholes Option Pricing Model for the GEM Warrants were as follows: Input December 12, 2021 December 31, 2021 Risk-free interest rate 0.95 % 0.97 % Expected term (years) 3.00 3.00 Expected volatility 10.5 % 10.5 % Dividend yield 0.0 % 0.0 % Exercise price $ 10.00 $ 10.00 Asset Price $ 10.74 $ 10.48 |
Summary of Change in Fair Value of Warrant Liabilities | The following table presents the changes in the fair value of warrant liabilities: Private Warrants Public Warrants GEM Warrants Total Fair value as of February 13, 2020 $ 10,452,800 $ 18,354,000 $ — $ 28,806,800 Change in valuation 2,707,200 5,106,000 — 7,813,200 Fair value as of December 31, 2020 13,160,000 23,460,000 — 36,620,000 Change in valuation (8,399,840 ) (14,904,000 ) 4,000,159 (19,303,681 ) Fair value as of December 31, 2021 $ 4,760,160 $ 8,556,000 $ 4,000,159 $ 17,316,319 |
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 December 31, 2019 $ — Initial value of public and private warrant liabilities at February 13, 2020 28,806,800 Change in fair value of private warrants 2,707,200 Public warrants transferred to level 1 (18,354,000 ) Fair value at December 31, 2020 13,160,000 Initial value of GEM warrants at December 12, 2021 4,000,159 Change in fair value of private and GEM (8,399,840 ) Fair Value at December 31, 2021 $ 8,760,319 |
Description of Organization a_2
Description of Organization and Business Operations - Additional information (Detail) | Feb. 08, 2022shares | Jan. 31, 2022USD ($)$ / sharesshares | Jun. 21, 2021USD ($)$ / sharesshares | Feb. 13, 2020USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / shares |
Organization Business And Basis Of Presentation [Line Items] | ||||||
Common stock price, per share | $ / shares | $ 10 | |||||
Proceeds from issuance initial public offering | $ 276,000,000 | $ 276,000,000 | $ 276,000,000 | |||
Incurring offering cost | 15,700,000 | |||||
Payment of underwriting discount | $ 9,660,000 | 5,520,000 | ||||
Cash | 31,344 | 981,606 | ||||
Operating amount out of Trust account enough to operate for at least 12 months | 31,344 | 981,606 | ||||
Due to related parties | $ 1,659,679 | $ 55,931 | ||||
PIPE Investment [Member] | PIPE Subscription Agreement [Member] | Quanergy PubCo common stock [Member] | ||||||
Organization Business And Basis Of Presentation [Line Items] | ||||||
Issuance of Ordinary Share | shares | 4,000,000 | |||||
Shares issued price per share | $ / shares | $ 10 | |||||
Proceeds from issuance of common stock | $ 40,000,000 | |||||
Quanergy Systems, Inc [Member] | Merger Agreement [Member] | ||||||
Organization Business And Basis Of Presentation [Line Items] | ||||||
Business combination, net tangible assets required to proceed | $ 5,000,001 | |||||
Business acquisition equity interest issued or iisuable,number of shares issued | shares | 970,000,000 | |||||
Share price | $ / shares | $ 10 | |||||
Business Combination [Member] | ||||||
Organization Business And Basis Of Presentation [Line Items] | ||||||
Percentage of voting interests acquired | 50.00% | |||||
Founder Shares [Member] | ||||||
Organization Business And Basis Of Presentation [Line Items] | ||||||
Proceed from issuance of shares | $ 25,000 | |||||
Number of shares issued | shares | 300,000 | |||||
Minimum [Member] | Quanergy Systems, Inc [Member] | PIPE Investment [Member] | Merger Agreement [Member] | ||||||
Organization Business And Basis Of Presentation [Line Items] | ||||||
Threshold proceeds net of redemptions for effecting a merger | $ 175,000,000 | |||||
Class A Common Stock | ||||||
Organization Business And Basis Of Presentation [Line Items] | ||||||
Common stock par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Class A Common Stock | Quanergy Systems, Inc [Member] | Merger Agreement [Member] | Subsequent Event [Member] | ||||||
Organization Business And Basis Of Presentation [Line Items] | ||||||
Number Shareholders of the Company | shares | 600,000 | 26,867,796 | ||||
Percentage of the shares with redemption rights | 0.022 | 0.973 | ||||
Right exercised to redeem shares for cash at redemption price per share | $ / shares | $ 10.07 | |||||
Right exercised to redeem shares for cash at redemption | $ 270,503,771 | |||||
Number of Redemption Right Shares Reversed | shares | 6,040,773 | |||||
PIPE Shares [Member] | Subscription Agreement [Member] | ||||||
Organization Business And Basis Of Presentation [Line Items] | ||||||
Number of shares subscribed to purchase | shares | 3,650,000 | |||||
Per share price of subscribed shares | $ / shares | $ 10 | |||||
Value of subscribed shares | $ 36,500,000 | |||||
IPO [Member] | ||||||
Organization Business And Basis Of Presentation [Line Items] | ||||||
Issuance of Ordinary Share | shares | 27,600,000 | |||||
Common stock price, per share | $ / shares | $ 10 | |||||
Proceeds from issuance initial public offering | $ 276,000,000 | |||||
IPO [Member] | Over-Allotment Option [Member] | ||||||
Organization Business And Basis Of Presentation [Line Items] | ||||||
Issuance of Ordinary Share | shares | 3,600,000 | |||||
IPO [Member] | Class A Common Stock | ||||||
Organization Business And Basis Of Presentation [Line Items] | ||||||
Issuance of Ordinary Share | shares | 3,600,000 | 27,600,000 | ||||
IPO [Member] | Class A Common Stock | Merger Agreement [Member] | Subsequent Event [Member] | ||||||
Organization Business And Basis Of Presentation [Line Items] | ||||||
Number Shareholders of the Company | shares | 600,000 | 26,867,796 | ||||
Percentage of the shares with redemption rights | 0.022 | 0.973 | ||||
Right exercised to redeem shares for cash at redemption price per share | $ / shares | $ 10.07 | |||||
Right exercised to redeem shares for cash at redemption | $ 270,503,771 | |||||
Number of Redemption Right Shares Reversed | shares | 6,040,773 | |||||
Private Placement [Member] | ||||||
Organization Business And Basis Of Presentation [Line Items] | ||||||
Proceeds from issuance initial public offering | $ 7,520,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Basic And Diluted Net Income (Loss) Per Ordinary Share (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Allocation of net income (loss) | $ 17,568,412 | $ (10,506,796) |
Common Class A [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Allocation of net income (loss) | $ 14,054,730 | $ (8,186,784) |
Weighted average shares outstanding | 27,600,000 | 24,348,493 |
Basic and diluted net income (loss) per ordinary share | $ 0.51 | $ (0.34) |
Common Class B [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Allocation of net income (loss) | $ 3,513,682 | $ (2,320,012) |
Weighted average shares outstanding | 6,900,000 | 6,900,000 |
Basic and diluted net income (loss) per ordinary share | $ 0.51 | $ (0.34) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Line Items] | ||
Offering cost charged to the shareholders' equity | $ 1,044,453 | |
Ordinary shares subject to possible redemption | 27,600,000 | 27,600,000 |
Unrecognized tax benefits | $ 0 | $ 0 |
Accrued interest and penalties related to unrecognized tax benefits | 0 | $ 0 |
Federal depository insurance coverage | 250,000 | |
Offering cost | $ 14,661,607 | |
Restricted Investments Term | 185 days | |
Deferred Costs, Noncurrent | $ 4,000,159 | |
GEM Warrant [Member] | ||
Accounting Policies [Line Items] | ||
Deferred Costs, Noncurrent | $ 4,000,158 | |
Common Class A [Member] | ||
Accounting Policies [Line Items] | ||
Ordinary shares subject to possible redemption | 27,600,000 | 27,600,000 |
Common Class A [Member] | Warrant [Member] | ||
Accounting Policies [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 14,891,667 | 14,891,667 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Feb. 08, 2022 | Feb. 13, 2020 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Sale of stock price per share | $ 10 | ||
Payment of underwriting discount | $ 9,660 | $ 5,520 | |
Additional fee payable | $ 9,660 | ||
Warrants expiration term | 5 years | ||
Warrants upon redemption, description | the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price of the Warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. | ||
GEM Warrants [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Class of warrants or rights issued during the period | 3,397,923 | ||
Class of warrants or rights issued Strike price per share | $ 10 | ||
Private Placement Warrants [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Redemption price per share | $ 0.01 | ||
Share issue price per shares | $ 18 | ||
Warrants upon redemption, description | if, and only if, the last reported closing price of the Class A ordinary shares equals or exceeds $18.00 per share 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. | ||
Public Warrant [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Warrant exercise price per share | $ 9.20 | ||
Redemption price per share | 18 | ||
Warrant exercisable price | 9.20 | ||
Public Warrant [Member] | Maximum [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Share issue price per shares | $ 9.20 | ||
Percentage of equity proceeds | 60.00% | ||
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of stock, shares issued | 27,600,000 | ||
Sale of stock price per share | $ 10 | ||
IPO [Member] | Common Class A [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of stock, shares issued | 3,600,000 | 27,600,000 | |
Warrant | |||
Subsidiary, Sale of Stock [Line Items] | |||
Warrant exercise price per share | $ 11.50 | $ 0.0001 | |
Warrant exercisable price | $ 11.50 | $ 0.0001 |
Initial Public Offering - Summa
Initial Public Offering - Summary of Ordinary Share Reflected on the Balance Sheet (Details) - USD ($) | Feb. 13, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Temporary Equity [Line Items] | |||
Gross proceeds from IPO | $ 276,000,000 | $ 276,000,000 | $ 276,000,000 |
Proceeds allocated to Public Warrants | 23,303,840 | (7,813,200) | |
Ordinary share issuance costs | $ (5,998,175) | ||
IPO [Member] | |||
Temporary Equity [Line Items] | |||
Gross proceeds from IPO | 276,000,000 | ||
Proceeds allocated to Public Warrants | (18,354,000) | ||
Ordinary share issuance costs | (14,661,607) | ||
Accretion of carrying value to redemption value | 33,015,607 | ||
Class A ordinary share subject to possible redemption | $ 276,000,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Feb. 10, 2021 | Feb. 13, 2020 | Feb. 10, 2020 | Dec. 10, 2019 | Dec. 09, 2019 | Nov. 14, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 30, 2020 |
Shares price | $ 10 | ||||||||
Ordinary shares, issued | 27,600,000 | 27,600,000 | |||||||
Due to related parties | $ 1,659,679 | $ 55,931 | |||||||
Advance from Sponsor | $ 300,000 | ||||||||
Repayment of Sponsor loan | $ 300,000 | $ 300,000 | |||||||
Private Placement Warrant [Member] | |||||||||
Purchased to aggregate warrant | 7,520,000 | ||||||||
Warrant purchase price | $ 1 | ||||||||
Warrant exercisable price | $ 11.50 | ||||||||
Warrant transferred to related party | 940,000 | ||||||||
Initial Business Combination, description | The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. | ||||||||
Founder Shares [Member] | |||||||||
Payment received | $ 25,000 | ||||||||
Shares price | $ 0.004 | ||||||||
Ordinary share par value | $ 0.0001 | ||||||||
Ordinary shares, issued | 5,750,000 | ||||||||
Weighted average capitalizations shares | 1,150,000 | ||||||||
Trading day, description | if (1) the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. | ||||||||
Founder Shares [Member] | Director [Member] | |||||||||
Shares transferred to related party | 13,000 | 718,750 | |||||||
Shares Purchase price | $ 3,125 | ||||||||
Number of founder shares holding | 6,002,500 | 862,500 | |||||||
Founder Shares [Member] | Sponsor [Member] | |||||||||
Number of founder shares holding | 5,031,250 | 6,002,500 | 6,002,500 | ||||||
Founder Shares [Member] | Sponsor [Member] | Over-Allotment Option [Member] | |||||||||
Number of shares forfeited, unexercised by underwriters | 900,000 | ||||||||
Administrative Support Agreement [Member] | |||||||||
Incurred administrative services | $ 120,000 | $ 105,862 | |||||||
Administrative Support Agreement [Member] | Office Space [Member] | |||||||||
Sponsor monthly payment | 10,000 | ||||||||
Administrative Support Agreement [Member] | Utilities Secretarial [Member] | |||||||||
Sponsor monthly payment | 10,000 | ||||||||
Administrative Support Agreement [Member] | Administrative Support Service [Member] | |||||||||
Sponsor monthly payment | $ 10,000 | ||||||||
Working Capital Loan [Member] | |||||||||
Convertible debt | $ 1,500,000 | ||||||||
Conversion Price | $ 1 | ||||||||
Other Borrowings | $ 0 | $ 0 |
Commitments & Contingencies - A
Commitments & Contingencies - Additional Information (Detail) | Jan. 31, 2022USD ($)DrawDown | Dec. 31, 2021USD ($)$ / sharesshares |
Sale of stock price per share | $ / shares | $ 10 | |
Deferred underwriting fees payable | $ 9,660,000 | |
GEM Warrant [Member] | Common Stock [Member] | ||
percentage of warrant exercised against oustanding on a fully diluted basis | 2.50% | |
Period of warrant exercised against oustanding on a fully diluted basis in closing of the Business Combination | 3 years | |
Underwriting Agreement [Member] | ||
Cash paid underwriting discount | $ 5,520,000 | |
Sale of stock price per share | $ / shares | $ 0.20 | |
Sale of stock, shares issued | shares | 27,600,000 | |
Deferred fee underwriters price per units | $ / shares | $ 0.35 | |
Proceeds from deferred fee underwriters sold in public offering | shares | 24,000,000 | |
Proceeds from deferred fee underwriters | $ 8,400,000 | |
Deferred underwriting fees payable | 9,660,000 | |
GEM Agreement [Member] | ||
Proceeds from Issuance of Common Stock | $ 125,000,000 | |
GEM Agreement [Member] | Subsequent Event [Member] | ||
Number Of Draw Downs | DrawDown | 2 | |
Line of Credit Facility, Maximum Borrowing Capacity | $ 12,500,000 | |
GEM Agreement [Member] | Common Stock [Member] | ||
Percentage Of Average Closing Bid Price Of The Shares | 90.00% | |
Stock holding period in NYSE | 30 days | |
Over-Allotment Option [Member] | Underwriting Agreement [Member] | ||
Sale of stock, shares issued | shares | 3,600,000 | |
Proceeds from deferred fee underwriters | $ 1,260,000 |
Recurring Fair Value Measurem_3
Recurring Fair Value Measurements - Additional Information (Detail) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Investments held in Trust Account | $ 277,845,876 | $ 277,873,665 |
Transfers between levels | 0 | 0 |
Money Market Funds [Member] | ||
Investments held in Trust Account | $ 277,845,876 | $ 277,873,665 |
Recurring Fair Value Measurem_4
Recurring Fair Value Measurements - Schedule of Recurring Fair Values Investments Quoted Price in Active Markets for identical Assets (Detail) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Investments held in Trust Account | $ 277,873,665 | $ 277,845,876 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant Liability | 17,316,319 | 36,620,000 |
Fair Value, Net Asset (Liability) | 17,316,319 | 36,620,000 |
Public Warrants [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant Liability | 8,556,000 | 23,460,000 |
Private Warrants [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant Liability | 4,760,160 | 13,160,000 |
GEM Warrants [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant Liability | 4,000,159 | |
Money Market Funds [Member] | ||
Investments held in Trust Account | 277,873,665 | 277,845,876 |
Quoted Prices In Active Markets (Level 1) [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Fair Value, Net Asset (Liability) | 8,556,000 | 23,460,000 |
Quoted Prices In Active Markets (Level 1) [Member] | Public Warrants [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant Liability | 8,556,000 | 23,460,000 |
Quoted Prices In Active Markets (Level 1) [Member] | Money Market Funds [Member] | ||
Investments held in Trust Account | 277,873,665 | 277,845,876 |
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Fair Value, Net Asset (Liability) | 8,760,319 | 13,160,000 |
Significant Other Unobservable Inputs (Level 3) [Member] | Private Warrants [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant Liability | 4,760,160 | $ 13,160,000 |
Significant Other Unobservable Inputs (Level 3) [Member] | GEM Warrants [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant Liability | $ 4,000,159 |
Recurring Fair Value Measurem_5
Recurring Fair Value Measurements - Summary of fair value measurements inputs (Detail) | Dec. 31, 2021yr | Dec. 12, 2021yr | Dec. 31, 2020yr |
Private Placement Warrants [Member] | Risk-free interest rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0.0126 | 0.0047 | |
Private Placement Warrants [Member] | Expected term (years) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 5 | 5 | |
Private Placement Warrants [Member] | Expected volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0.1030 | 0.220 | |
Private Placement Warrants [Member] | Dividend yield | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | |
Private Placement Warrants [Member] | Exercise price | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 11.50 | 11.50 | |
Private Placement Warrants [Member] | Asset Price | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 10.01 | 10.48 | |
GEM Warrants [Member] | Risk-free interest rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0.0097 | 0.0095 | |
GEM Warrants [Member] | Expected term (years) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 3 | 3 | |
GEM Warrants [Member] | Expected volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0.105 | 0.105 | |
GEM Warrants [Member] | Dividend yield | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | |
GEM Warrants [Member] | Exercise price | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 10 | 10 | |
GEM Warrants [Member] | Asset Price | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 10.48 | 10.74 |
Recurring Fair Value Measurem_6
Recurring Fair Value Measurements - Summary of Change in Fair Value of Warrant Liabilities (Detail) - Fair Value, Recurring [Member] - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 28,806,800 | $ 36,620,000 |
Change in valuation inputs or other assumptions | 7,813,200 | (19,303,681) |
Ending balance | 36,620,000 | 17,316,319 |
Private Placement Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 10,452,800 | 13,160,000 |
Change in valuation inputs or other assumptions | 2,707,200 | (8,399,840) |
Ending balance | 13,160,000 | 4,760,160 |
Public Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 18,354,000 | 23,460,000 |
Change in valuation inputs or other assumptions | 5,106,000 | (14,904,000) |
Ending balance | $ 23,460,000 | 8,556,000 |
GEM Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Change in valuation inputs or other assumptions | 4,000,159 | |
Ending balance | $ 4,000,159 |
Recurring Fair Value Measurem_7
Recurring Fair Value Measurements - Summary of Reconciliation of Changes in Fair Value (Detail) - Warrant - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value beginning | $ 0 | |
Public warrants transferred to level 1 | (18,354,000) | |
Fair Value Ending | $ 8,760,319 | 13,160,000 |
Public Warrants And Private Placement Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Initial value of public and private warrant liabilities at February 13, 2020 | 28,806,800 | |
Private Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Change in fair value of public and private warrants | $ 2,707,200 | |
GEM Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Initial value of public and private warrant liabilities at February 13, 2020 | 4,000,159 | |
Private Placement Warrants And GEM Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Change in fair value of public and private warrants | $ (8,399,840) |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) - Additional Information (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Ordinary shares subject to possible redemption | 27,600,000 | 27,600,000 |
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred shares, par value | $ 0.0001 | $ 0.0001 |
Preferred shares, shares Issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Ordinary shares, authorized | 200,000,000 | 200,000,000 |
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares, issued | 0 | 0 |
Ordinary shares, outstanding | 0 | 0 |
Ordinary shares subject to possible redemption | 27,600,000 | 27,600,000 |
Class B common stock | ||
Ordinary shares, authorized | 20,000,000 | 20,000,000 |
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares, issued | 6,900,000 | 6,900,000 |
Ordinary shares, outstanding | 6,900,000 | 6,900,000 |
Voting rights | Holders are entitled to one vote for each share of Class B ordinary shares. |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | Feb. 08, 2022shares | Jan. 31, 2022USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares |
Subscription Agreement [Member] | PIPE Shares [Member] | |||
Subsequent Event [Line Items] | |||
Number of shares subscribed to purchase | 3,650,000 | ||
Per share price of subscribed shares | $ / shares | $ 10 | ||
Value of subscribed shares | $ | $ 36,500,000 | ||
Subsequent Event [Member] | Quanergy Systems, Inc [Member] | Merger Agreement [Member] | Common Class A [Member] | |||
Subsequent Event [Line Items] | |||
Number Shareholders of the Company | 600,000 | 26,867,796 | |
Percentage of the shares with redemption rights | 0.022 | 0.973 | |
Right exercised to redeem shares for cash at redemption price per share | $ / shares | $ 10.07 | ||
Right exercised to redeem shares for cash at redemption | $ | $ 270,503,771 | ||
Number of Redemption Right Shares Reversed | 6,040,773 |