Sec Form 13D Filing - Rising Tide V LLC filing for Quanergy Systems Inc. (QNGY) - 2022-02-18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

Quanergy Systems, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

74764U 104

(CUSIP Number)

RISING TIDE V, LLC

C/O RISING TIDE FUND MANAGERS, LLC

44 TEHAMA STREET

SAN FRANCISCO, CA 94085

TELEPHONE: (650) 486-2444

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 8, 2022

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.   ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 74764U 104

Rising Tide V, LLC – c/o Rising Tide Fund Managers, LLC, 44 Tehama Street, San Francisco, CA 94105

Rising Tide V, LLC - Venture Capital

The Reporting Person beneficially owns an aggregate of 24,602,394 shares of Common Stock of the Issuer as reflected in this Schedule 13D. The Reporting Person acquired 22,102,394 of the shares of Common Stock pursuant to the Agreement and Plan of Merger, dated as of June 21, 2021, as amended (the “Agreement”), by and among CITIC Capital Acquisition Corp. (“CCAC”), Capital Merger Sub, Inc., (“Merger Sub”) and Quanergy Systems, Inc., a Delaware corporation (“Legacy Quanergy”), pursuant to which Merger Sub merged with and into Legacy Quanergy,(the “Business Combination”), whereupon the separate existence of Merger Sub ceased and Legacy Quanergy became the surviving company and wholly owned subsidiary of CCAC which subsequently changed its name to Quanergy Systems, Inc.

Immediately prior to the closing of the Business Combination, the Reporting Person also purchased 2,500,000 shares of Common Stock in a private placement at a purchase price of $10.00 per share (the “PIPE Investment”). The Reporting Person’s payment of the purchase price in the PIPE Investment was funded through working capital.

The information provided in response to Items 2 and 3 hereof is incorporated herein by reference.

The Reporting Person acquired the Common Stock for investment purposes in the Reporting Person’s ordinary course of business. In pursuing such investment purposes, the Reporting Person may further purchase, hold, vote, trade, dispose or otherwise deal in the Common Stock at times, and in such manner (including pursuant to hedging transactions), as it deems advisable to benefit from changes in market prices of the Common Stock, changes in the Issuer’s operations, business strategy or prospects, or from a sale or merger of the Issuer. To evaluate such alternatives, the Reporting Person routinely will monitor the Issuer’s operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as alternative investment opportunities, liquidity requirements of the Reporting Person and other investment considerations. Consistent with its investment research methods and evaluation criteri a, the Reporting Person may discuss such matters with management or directors of the Issuer, other shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors. Such factors and discussions may materially affect, and result in, the Reporting Person’s modifying its ownership of the Common Stock, exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements, proposing changes in the Issuer’s operations, governance or capitalization, or in proposing one or more of the other actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Person reserves the right to formulate other plans and/or make other proposals, and take such actions with respect to their investment in the Issuer, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, or acquire additional shares of Common Stock or dispose of all shares of Common Stock beneficially owned by it, in the public market or privately negotiated transactions. The Reporting Person may at any time reconsider and change its plans or proposals relating to the foregoing.

(a) – (b) The information relating to the beneficial ownership of Common Stock by the Reporting Person set forth in Rows 7 through 13 of the cover page hereto is incorporated by reference herein. The percentage set forth in Row 13 of the cover page filed herewith are calculated based upon 83,412,347 shares of Common Stock outstanding, as set forth in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 14, 2022.

(c) Except as set forth in Item 4 hereof, the Reporting Person has not effected any transactions in the Common Stock in the sixty (60) days preceding the date of this Schedule 13D.

(d) Except as set forth in Item 6 hereof, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock reported herein.

(e) Not applicable.

The information in Items 4 and 6 hereof is incorporated by reference herein.

In addition to the arrangements described below, the information furnished in Item 3 is incorporated into this Item 6 by reference.

The information in Items 2 and 3 is incorporated by reference herein.

Lock-Up Agreement

In connection with the Business Combination, on February 8, 2021 (the “Closing Date”), the Reporting Person entered into a lock-up agreement (the “Lock-Up Agreement”) pursuant to which it will be contractually restricted from selling or transferring any of (i) shares of Common Stock held by it immediately following the closing of the Business Combination (the “Closing”) and (ii) any shares of Common Stock that result from converting securities he held immediately following the Closing (the “Lock-Up Shares”). Such restrictions begin on Closing Date and until the earlier of (i) six (6) months after the Closing ‘date and (ii) subsequent to the Closing, the date on which (A) the closing price of the Acquiror Common Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period or (y) CCAC completes a liquidation, merger, amalgamation, capital stock exchange, reorganization or other similar transaction that results in public shareholders having the right to exchange their Common Shares for cash, securities or other property.

Registration Rights Agreement

In connection with the Business Combination, on the Closing Date, the Company, the Reporting Person and certain other parties entered into the Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”), pursuant to which the Company agreed to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of Common Stock and other equity securities of Quanergy that are held by the parties thereto from time to time, subject to the restrictions on transfer therein. The A&R Registration Rights Agreement will terminate on the earlier of (i) the tenth anniversary of the date of the A&R Registration Rights Agreement or (ii) with respect to any party thereto, on the date that such party no longer holds any Registrable Securities (as defined therein).

Subscription Agreement

In connection with the execution of the Merger Agreement, the Reporting Person entered into a subscription agreement with CCAC (the “Subscription Agreement”), pursuant to which the Reporting Person agreed to purchase, in the aggregate, up to 2,500,000 shares of Common Stock at $10.00 per share. The closing under the Subscription Agreement occurred substantially concurrently with the Closing. Additionally, pursuant to the Subscription Agreement, the Reporting Person agreed to waive any claims that it may have at the Closing or in the future as a result of, or arising out of, the Subscription Agreement against CCAC.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 18, 2022

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact

constitute Federal criminal violations (See 18 U.S.C. 1001)