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 12, 2022, Quanergy issued the press release announcing the
preliminary financial results for the fourth quarter ended December 31, 2021.
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.
Important Information about the Business Combination and Where to Find It
In connection with the Business Combination, CCAC filed with the U.S. Securities
and Exchange Commission (the "SEC") a definitive proxy statement/prospectus and
other relevant materials, and plans to file with the SEC other documents
regarding the Business Combination with Quanergy. CCAC urges its investors,
shareholders and other interested persons to read the proxy definitive
statement/prospectus filed with the SEC and documents incorporated by reference
therein because these documents will contain important information about CCAC,
Quanergy and the proposed Business Combination. CCAC has also commenced mailing
the definitive proxy statement/prospectus and a proxy card to each shareholder
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 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 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
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Acquisition Corp., 28/F CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong,
Attention: Fanglu Wang, telephone: +852 3710 6888. The information contained on,
or that may be accessed through, the websites referenced in this current report
is not incorporated by reference into, and is not a part of, this current
report.
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 definitive proxy statement/prospectus for the Business
Combination, which was filed with the SEC on January 6, 2022. 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 proxy statement/prospectus for the
Business Combination. Additional information regarding the interests of
participants in the solicitation of proxies in connection with the proposed
Business Combination are included in the proxy statement/prospectus for the
Business Combination. 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.
Unaudited preliminary revenue and cash
The estimates of Quanergy's 2021 revenue and end-of-year cash and cash
equivalents is preliminary and subject to completion, including the completion
of audit procedures as of and for the year ended December 31, 2021. As a result,
the unaudited preliminary revenue and cash and cash equivalents set forth herein
reflects Quanergy's preliminary estimate with respect to such information, based
on information currently available to management, and may vary from its actual
financial position as of December 31, 2021. Further, this preliminary estimate
is not a comprehensive statement or estimate of Quanergy's financial results or
financial condition as of and for the year ended December 31, 2021. The
unaudited preliminary revenue and cash and cash equivalents amounts included
herein have been prepared by, and are the responsibility of, Quanergy's
management. Grant Thornton, Quanergy's independent registered public accounting
firm, has not audited, reviewed, compiled or performed any procedures with
respect to the unaudited preliminary revenue or cash and cash equivalents. It is
possible that Quanergy or Grant Thornton may identify items that require
Quanergy to make adjustments to the financial information set forth herein. This
preliminary estimate should not be viewed as a substitute for financial
statements prepared in accordance with accounting principles generally accepted
in the United States and they are not necessarily indicative of the results to
be achieved in any future period. Accordingly, you should not draw any
conclusions based on the foregoing preliminary estimate and should not place
undue reliance on this preliminary estimate. Quanergy assumes no duty to update
this preliminary estimate except as required by law. Quanergy expects to
complete its audited financial statements for the year ended December 31, 2021
subsequent to the closing of the Business Combination.
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 those regarding our
expectations for full year 2021 revenue, the timing and outcome of the
Extraordinary Meeting and CCAC's ability to consummate the proposed Business
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Combination, anticipated timing of the proposed Business Combination, and the
combined company's future products and growth 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.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release, dated as of January 12, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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