Form 425 CITIC Capital Acquisitio Filed by: CITIC Capital Acquisition Corp.
Entry into an important definitive agreement.
As previously reported, on June 21, 2021, CITIC Capital Acquisition Corp., a Cayman Islands Exempt Limited Limited Partnership (?? CCAC ??), entered into a merger agreement and plan (as amended on June 28, 2021 and on November 14, 2021, the “Merger Agreement ??), by and between 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 December 26, 2021, CCAC, Merger Sub and Quanergy entered into the Third Amendment to the Merger Agreement and Plan (the “Merger Agreement Amendment ??), under which Article 10.1 (f ) of the Merger Agreement has been amended and replaced in its entirety by the following:
?? (f) by the Company or the Purchaser (by written notification to the other party), if the Effective Time has not occurred before 11:59 p.m. New York time on February 13, 2022 (the ?? Agreement End Date ??); provided, further, that, with the understanding that the right to terminate this Agreement in accordance with this Section 10.1 (f) will not be available to any party who seriously violates this Agreement.
All other terms of the merger agreement, which was previously filed by the CCAC as Exhibits 2.1 of the CCAC’s current reports on Form 8-K on June 22, 2021, June 28, 2021, and November 15, 2021, respectively, remain unchanged.
The foregoing summary description of the Merger Agreement Addendum is submitted and qualified in its entirety by reference to the Merger Agreement Addendum, a copy of which is attached hereto as Schedule 2.1 and of which the terms are incorporated herein by reference.
Additional information and where to find it
In connection with the proposed transaction (the ?? Business Combination ??), CCAC has filed with the United States Securities and Exchange Commission (the ?? SEC ??) a registration statement on form S-4 (as amended, the ?? Declaration of Registration ??) (File
333-257962), which includes the CCAC Proxy Circular / Preliminary Prospectus. CCAC shareholders and other interested persons are urged to read the registration statement and the proxy statement / preliminary prospectus that form part of the registration statement, as well as any changes previously filed and to be filed, and the statement. registration and the proxy circular / final prospectus and the documents incorporated by reference therein filed in connection with the business combination when they become available, as these documents will contain important information about the parties to the merger agreement. Once the registration statement is declared effective by the SEC, the proxy circular / final prospectus and other relevant documents will be mailed to CCAC shareholders on the registration date set for voting on the proposed business combination and will contain important information about the proposed business combination. business combination and related matters. CCAC shareholders and other interested persons are urged to read, when available, these documents (including any amendments or supplements thereto) and any other material relevant to the solicitation of CCAC for the proxy. The shareholders’ meeting to be held to approve, among other things, the proposed business combination, as they will contain important information about CCAC, Quanergy and the proposed business combination. Login with the toll-free transaction on the SEC 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, phone: +852 3710 6888.
Participants in the call for tenders
CCAC, Quanergy and their respective directors and officers may be considered participants in the solicitation of proxies from the shareholders of CCAC in connection with the proposed business combination. CCAC shareholders and other interested persons may obtain, free of charge, more detailed information regarding the directors and officers of CCAC, including their ownership of CCAC securities in the registration statement. Information about who may, under SEC rules, be considered participants in the solicitation of proxies from CCAC shareholders in connection with the proposed business combination is set out in the registration statement, which includes the CCAC proxy statement / preliminary prospectus. . Additional information regarding the interests of participants in the proxy solicitation in connection with the proposed business combination is included in the registration statement, which includes the proxy circular / prospectus that CCAC has filed with the DRY. You can get free copies of these documents as described in the previous paragraph.