UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 3.02 | Unregistered Sales of Equity Securities. |
On August 17, 2022, Quanergy Systems, Inc. (the “Company”) delivered a draw down notice (the “Draw Down Notice”) to GEM Global Yield LLC SCS (“GEM Investor”), pursuant to the previously announced Share Purchase Agreement, dated December 12, 2021 (the “GEM Agreement”), by and among the Company, GEM Investor and GEM Yield Bahamas Ltd. (“GYBL”), as amended by Amendment No. 1 to Share Purchase Agreement, dated January 31, 2022, between the Company, GEM Investor and GYBL, which allows the Company to fund general corporate purpose and working capital needs. The Draw Down Notice requests that GEM Investor draw down 12,000,000 shares of the Company’s common stock, which the Company delivered on August 18, 2022. Pursuant to the terms of the Draw Down Notice, and in accordance with other conditions set forth in the GEM Agreement, GEM Investor is required to pay, in cash, a per-share amount equal to 90% of the average closing bid price of the shares of Company’s common stock recorded by the New York Stock Exchange during the 30 consecutive trading days commencing on August 18, 2022. Settlement is expect to occur on September 30, 2022.
| Item 7.01. | Regulation FD Disclosure. |
The information contained in Item 3.02 of this Current Report on Form 8-K is incorporated into this Item 7.01 by reference.
The information contained in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 18, 2022
| QUANERGY SYSTEMS, INC. | ||
| By: | /s/ Patrick Archambault | |
| Patrick Archambault | ||
| Chief Financial Officer | ||