Quanergy Systems, Inc. entered letter of intent to acquire CITIC Capital Acquisition Corp. (NYSE:CCAC) from Citic Capital Acquisition Llc and others in a reverse merger transaction for $970 million on January 26, 2021. Quanergy Systems, Inc. entered into an agreement to acquire CITIC Capital Acquisition Corp. (NYSE:CCAC) from Citic Capital Acquisition Llc and others in a reverse merger transaction on June 21, 2021. Pursuant to the transaction, 97 million shares of CITIC Capital Acquisition Corp. will be issued as consideration. Post completion, Quanergy will be the surviving corporation and a wholly owned subsidiary of CCAC and expected pro forma ownership of combined company is 71.6% shareholding by Quanergy shareholders, 5.1% by founder shares, 20.4% by CCAC public shareholders and 3% by PIPE investors. The combined company is expected to be listed on the New York Stock Exchange (NYSE) under the ticker symbol “QNGY CITIC Capital Acquisition Corp.”. CCAC will immediately be renamed “Quanergy Systems, Inc.”

The transaction is subject to the approval of the respective shareholders of CCAC and Quanergy, effectiveness of the proxy / registration statement on Form S-4 to be filed by CCAC, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and the achievement of CFIUS clearance, receipt of approval for listing on the NYSE of the shares of Quanergy PubCo common stock to be issued in connection with the Merger, that after redemption, CCAC's net tangible assets shall be no less than $5,000,001 upon Closing, the absence of certain injunctions, Domestication will have been completed and the amount of cash available in the trust account plus the PIPE Investment, is at least equal to $175 million. As of January 24, 2022, In connection with the proposed transaction (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.

The Boards of Directors of both Quanergy and CCAC have unanimously approved the proposed business combination and Boards of Directors of CCAC resolved to recommend approval by its shareholders. The shareholders meeting of CCAC is schedule on November 18, 2021. On June 28, 2021, CITIC Capital Acquisition Corp. and Quanergy entered into the First Amendment to Agreement and Plan of Merger pursuant to which the Merger Agreement was amended to provide that CITIC Capital Acquisition Corp. will not designate a director to the Board of Directors of Qunergy. HSR clearance has been received. The Committee on Foreign Investment in the United States has approved the transaction on August 18, 2021. As of December 14, 2021, Quanergy Systems, Inc. and CITIC Capital Acquisition Corp. announced that CCAC has secured a $125 million capital commitment from Global Emerging Markets Group, a Luxembourg-based private alternative investment group. Under the agreement, GEM will provide a Share Subscription Facility of up to $125 million for a 36-month term following the completion of the planned business combination between Quanergy and CCAC. As of December 26, 2021, the parties entered into the third amendment to agreement that if the Effective Time has not occurred by 11:59 p.m., New York time on February 13, 2022 provided, further, that, it being understood that the right to terminate this agreement will not be available to any Party that is in material breach hereof. On January 6, 2022, CCAC's registration statement on Form S-4, relating to the previously announced proposed business combination with Quanergy, has been declared effective by the U.S. Securities and Exchange Commission. As of August 5, 2021, The waiting period for the Antitrust Division and the FTC has expired. On January 31, 2022, at the General Meeting, the Company's shareholders approved the deal.

The transaction is expected to close in the second half of 2021. As of July 27, 2021, the transaction is expected to close in the fourth quarter of 2021. As of October 29, 2021, the transaction is expected to close on November 29, 2021. As of January 5, 2022, the transaction is expected to close in the first quarter of 2022. The net proceeds from the proposed business combination will be used to further advance Quanergy's growth strategy, including accelerating research and development, funding working capital, paying down all debt and establishing a currency for potential future acquisitions. Raymond James & Associates, Inc. is serving as financial advisor to Quanergy. Sale Kwon; Kevin Rooney of Cooley LLP is serving as legal advisor to Quanergy. Joel Rubinstein of White & Case LLP is serving as legal advisor to CCAC. Duff & Phelps, LLC acted as financial advisor and fairness opinion provider to the Board of Directors of CITIC Capital Acquisition and it of the opinion that the Proposed Transaction is fair from a financial point of view to CITIC. Morrow & Co., LLC acted as proxy solicitor to CITIC and it will receive a fee of $35,000, plus disbursements. As compensation for Duff & Phelps' services in connection with the rendering of its Opinion to the CCAC Board, CCAC agreed to pay Duff & Phelps a fee of $550,000. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to CITIC. KPMG Advisory (Hong Kong) Limited acted as financial and tax due diligence provider.

Quanergy Systems, Inc. completed the acquisition of CITIC Capital Acquisition Corp. (NYSE:CCAC) from Citic Capital Acquisition Llc and others in a reverse merger transaction on February 8, 2022.