Filed Pursuant to Rule 424(b)(3)
Registration No. 333-264238
PROSPECTUS SUPPLEMENT NO. 12
(To the Prospectus dated
May 13, 2022)
Up to 21,320,000 Shares of Common Stock Issuable Upon Exercise of Warrants
Up to 57,538,996 Shares of Common Stock
Up to 7,520,000 Warrants to Purchase Common Stock
This prospectus
supplement supplements the prospectus, dated May 13, 2022 (the Prospectus), which forms a part of our registration statement on
Form S-1 (No. 333-264238). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the
information contained in our Current Reports on Form 8-K filed with the Securities and Exchange Commission (the SEC) on November 30, 2022 and December 13, 2022
(the Current Reports). Accordingly, we have attached the Current Reports to this prospectus supplement.
The
Prospectus and this prospectus supplement relate to the issuance by us of an aggregate of up to 21,320,000 shares of our common stock, $0.0001 par value per share (the Common Stock), consisting of (i) 7,520,000 shares of Common
Stock issuable upon the exercise of 7,520,000 warrants (the Private Warrants) originally issued in a private placement to CITIC Capital Acquisition Corp. (CCAC) in connection with the initial public offering of
CCAC and (ii) 13,800,000 shares of Common Stock issuable upon the exercise of 13,800,000 warrants (the Public Warrants and, together with the Private Warrants, the Warrants) originally issued in the initial
public offering of CCAC.
The Prospectus and this prospectus supplement also relate to the offer and sale from time to time by the selling
securityholders named in the Prospectus or their permitted transferees (the selling securityholders) of (i) up to 57,538,996 shares of Common Stock consisting of (a) 3,695,000 shares of Common Stock purchased by subscripts
for $10.00 per share in a private placement pursuant to subscription agreements entered into in connection with the Business Combination (as defined in the Prospectus), (b) 7,520,000 shares of Common Stock issuable upon exercise of the Private
Warrants which have an exercise price equal to $11.50 per share, (c) 6,900,000 shares of Common Stock originally issued to CCAC for approximately $0.004 per share, (d) 34,422,480 shares of Common Stock issued in connection with the Business
Combination (as defined in the Prospectus) as merger consideration at an acquiror share value of $10.00 per share, (e) 197,875 shares held by Tomoyuki Izuhara pursuant to the exercise of options to purchase Common Stock at exercise prices ranging
from $0.36 to $4.29 per share, and (f) 4,803,641 shares of Common Stock issued pursuant to the Share Issuance Agreements (as defined in the Prospectus), at a deemed per share price of $1.9841, and (ii) up to 7,520,000 Private Warrants.
The common stock and Warrants are listed on the New York Stock Exchange (NYSE) under the symbols QNGY and
QNGY WS, respectively. Trading in these securities was suspended on the NYSE after the market close on November 8, 2022. On December 12, 2022, the last reported sales price of our common stock on the over-the-counter market was $0.264 per share and the last reported sales price of our Warrants was $0.015 per warrant.
This prospectus supplement should be read in conjunction with the Prospectus, including any amendments or supplements thereto, which is to be
delivered with this prospectus supplement. This prospectus supplement is qualified by reference to the Prospectus, including any amendments or supplements thereto, except to the extent that the information in this prospectus supplement updates and
supersedes the information contained therein.
This prospectus supplement is not complete without, and may not be delivered or utilized
except in connection with, the Prospectus, including any amendments or supplements thereto.
We are an emerging growth company
as defined under U.S. federal securities laws and, as such, have elected to comply with reduced public company reporting requirements. The Prospectus complies with the requirements that apply to an issuer that is an emerging growth company.
Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in the
section titled Risk Factors beginning on page 8 of the Prospectus and under similar headings in any amendments or supplements to the Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or
passed upon the accuracy or adequacy of this prospectus supplement or the Prospectus. Any representation to the contrary is a criminal offense.
Prospectus
Supplement dated December 13, 2022