Item 8.01 Other Events.
As previously announced on June 21, 2021 and on June 28, 2021, CITIC Capital
Acquisition Corp., a Cayman Islands exempted company limited by shares ("CCAC"),
entered into an Agreement and Plan of Merger (as amended from time to time, the
"Merger Agreement"), by and among CCAC, CITIC Capital Merger Sub Inc., a
Delaware corporation and a direct wholly owned subsidiary of CCAC ("Merger
Sub"), and Quanergy Systems, Inc., a Delaware corporation ("Quanergy").
On January 5, 2022, Quanergy issued the press release announcing the
demonstration of its Optical Phased Array (OPA) technology out to a range of 200
meters.
The information in this Item 8.01 and Exhibits 99.1 attached hereto shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under
that section, and shall not be deemed to be incorporated by reference into the
filings of CCAC under the Securities Act of 1933, as amended (the "Securities
Act") or the Exchange Act, regardless of any general incorporation language in
such filings.
Additional Information and Where to Find It
In connection with the proposed transaction (the "Business Combination"), CCAC
filed with the U.S. Securities and Exchange Commission (the "SEC") a
registration statement on Form S-4 (as amended, the "Registration Statement")
(File No. 333-257962), which includes the preliminary proxy statement/prospectus
of CCAC. CCAC's stockholders and other interested persons are advised to read
the Registration Statement and the preliminary proxy statement/prospectus which
forms a part of the Registration Statement, as well as any amendments previously
filed and to be filed, and the effective Registration Statement and the
definitive proxy statement/prospectus and documents incorporated by reference
therein filed in connection with the Business Combination when available, as
these materials will contain important information about the parties to the
Merger Agreement. After the registration statement is declared effective by the
SEC, the definitive proxy statement/prospectus and other relevant documents will
be mailed to the shareholders of CCAC as of the record date established for
voting on the proposed business combination and will contain important
information about the proposed business combination and related matters.
Shareholders of CCAC and other interested persons are advised to read, when
available, these materials (including any amendments or supplements thereto) and
any other relevant documents in connection with CCAC's solicitation of proxies
for the meeting of shareholders to be held to approve, among other things, the
proposed business
--------------------------------------------------------------------------------
combination because they will contain important information about CCAC, Quanergy
and the proposed business combination. Shareholders can also obtain copies of
the preliminary proxy statement/prospectus, the definitive proxy
statement/prospectus and other relevant materials in connection with the
transaction without charge at the SEC's website at www.sec.gov or by directing a
request to: CITIC Capital Acquisition Corp., 28/F CITIC Tower, 1 Tim Mei Avenue,
Central, Hong Kong, Attention: Fanglu Wang, telephone: +852 3710 6888.
Participants in the Solicitation
CCAC, Quanergy and their respective directors and executive officers may be
deemed participants in the solicitation of proxies from CCAC's shareholders in
connection with the proposed business combination. CCAC's shareholders and other
interested persons may obtain, without charge, more detailed information
regarding the directors and officers of CCAC, including their ownership of
CCAC's securities in the Registration Statement. Information regarding the
persons who may, under SEC rules, be deemed participants in the solicitation of
proxies to CCAC's shareholders in connection with the proposed business
combination are set forth in the Registration Statement, which includes the
preliminary proxy statement/prospectus of CCAC. Additional information regarding
the interests of participants in the solicitation of proxies in connection with
the proposed business combination are included in the Registration Statement,
which includes the proxy statement/prospectus that CCAC filed with the SEC. You
may obtain free copies of these documents as described in the preceding
paragraph.
No Offer or Solicitation
This current report is not a proxy statement or solicitation of a proxy, consent
or authorization with respect to any securities or in respect of the potential
transaction and shall not constitute an offer to sell or a solicitation of an
offer to buy the securities of CCAC or Quanergy, nor shall there be any sale of
any such securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of such state or jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act.
Forward-Looking Statements
This current report includes certain statements that are not historical facts
but are forward-looking statements for purposes of the safe harbor provisions
under the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements generally are accompanied by words such as "believe,"
"may," "will," "estimate," "continue," "anticipate," "intend," "expect,"
"should," "would," "plan," "predict," "potential," "seem," "seek," "future,"
"outlook," "project," "anticipate," "will likely result" and similar expressions
that predict or indicate future events or trends or that are not statements of
historical matters. All statements, other than statements of present or
historical fact included in this current report, including Quanergy's OPA's
suitability for high manufacturing scale automotive applications, OPA's
potential adoption for industrial automation and automotive applications, CCAC's
ability to consummate the proposed business combination, anticipated timing of
the proposed business combination, and the combined company's future products
are forward-looking statements. These statements are based on various
assumptions, whether or not identified in this current report, and on the
current expectations of the respective management of CCAC and Quanergy and are
not predictions of actual performance. These forward-looking statements are
provided for illustrative purposes only and are not intended to serve as, and
must not be relied on as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of CCAC or Quanergy. Potential
risks and uncertainties that could cause the actual results to differ materially
from those expressed or implied by forward-looking statements include, but are
not limited to, changes in domestic and foreign business, market, financial,
political and legal conditions; the inability of the parties to successfully or
timely consummate the proposed business combination, including the risk that any
regulatory approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the combined company or the
expected benefits of the proposed business combination or that the approval of
the shareholders of CCAC or Quanergy is not obtained; the inability to complete
the PIPE offering in connection with the business combination; failure to
realize the anticipated benefits of the proposed business combination; risk
relating to the uncertainty of the projected financial information with respect
to Quanergy; the amount of redemption requests made by CCAC's shareholders; the
overall level of consumer demand for Quanergy's products; general economic
conditions and other factors affecting consumer confidence, preferences, and
behavior; disruption and
--------------------------------------------------------------------------------
volatility in the global currency, capital, and credit markets; the ability to
maintain the listing of Quanergy's securities on the New York Stock Exchange;
the financial strength of Quanergy's customers; Quanergy's ability to implement
its business strategy; changes in governmental regulation, Quanergy's exposure
to litigation claims and other loss contingencies; disruptions and other impacts
to Quanergy's business, as a result of the COVID-19 global pandemic and
government actions and restrictive measures implemented in response; stability
of Quanergy's suppliers, as well as consumer demand for its products, in light
of disease epidemics and health-related concerns such as the COVID-19 global
pandemic; the impact that global climate change trends may have on Quanergy and
its suppliers and customers; Quanergy's ability to protect patents, trademarks
and other intellectual property rights; any breaches of, or interruptions in,
Quanergy's information systems; fluctuations in the price, availability and
quality of electricity and other raw materials and contracted products as well
as foreign currency fluctuations; Quanergy's ability to utilize potential net
operating loss carryforwards; changes in tax laws and liabilities, tariffs,
legal, regulatory, political and economic risks. The foregoing list of potential
risks and uncertainties is not exhaustive. More information on potential factors
that could affect CCAC's or Quanergy's financial results is included from time
to time in CCAC's public reports filed with the SEC, including its Annual Report
on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K as
well as the other documents CCAC has filed, or will file, with the SEC,
including the final amended registration statement on Form S-4 that will include
proxy statements/prospectus that CCAC will file with the SEC in connection with
CCAC's solicitation of proxies for the meeting of shareholders to be held to
approve, among other things, the proposed business combination. If any of these
risks materialize or CCAC's or Quanergy's assumptions prove incorrect, actual
results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that neither CCAC nor
Quanergy presently know, or that CCAC and Quanergy currently believe are
immaterial, that could also cause actual results to differ from those contained
in the forward-looking statements. In addition, forward-looking statements
reflect CCAC's and Quanergy's expectations, plans or forecasts of future events
and views as of the date of this current report. Neither CCAC nor Quanergy gives
assurance that either CCAC or Quanergy, or the combined company, will achieve
its expectations. CCAC and Quanergy anticipate that subsequent events and
developments will cause their assessments to change. However, while CCAC and
Quanergy may elect to update these forward-looking statements at some point in
the future, CCAC and Quanergy specifically disclaim any obligation to do so,
except as required by law. These forward-looking statements should not be relied
upon as representing CCAC's or Quanergy's assessments as of any date subsequent
to the date of this current report. Accordingly, undue reliance should not be
placed upon the forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release, dated as of January 5, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses