425 1 d211271d425.htm 425 425

Filed by CITIC Capital Acquisition Corp. pursuant to

Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: CITIC Capital Acquisition Corp.

Commission File No.: 333-257962

Date: August 20, 2021

This filing relates to the proposed merger involving CITIC Capital Acquisition Corp. (“CCAC”) and Quanergy Systems, Inc. (“Quanergy”), pursuant to the terms of that certain Merger Agreement, dated as of June 21, 2021.

The following disclosure was made available on August 20, 2021.





Washington, D.C. 20549









Date of Report (Date of earliest event reported): August 20, 2021



CITIC Capital Acquisition Corp.

(Exact name of registrant as specified in its charter)




Cayman Islands   001-39222   N/A

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)

28/F CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong

(Address of principal executive offices, including zip code)

+852 3710 6888

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Units, each consisting of one Class A ordinary share, par value $0.0001, and one-half of one redeemable warrant   CCAC.U   The New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share   CCAC   The New York Stock Exchange
Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share   CCAC WS   The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 8.01.

Other Events.

CFIUS Clearance

On August 18, 2021, the Committee on Foreign Investment in the United States (the “CFIUS”) informed the parties in writing that after reviewing the information provided by the parties regarding the Transaction, that CFIUS concluded that the Transaction is not a covered transaction and therefore not subject to review by CFIUS. This notification from CFIUS satisfies the CFIUS Clearance condition in the Merger Agreement. Capitalized terms used but not otherwise defined herein shall have the same meanings ascribed to such terms in the Merger Agreement previously filed as Exhibit 2.1 to Form 8-K dated June 22, 2021.




Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



/s/ Fanglu Wang

Name:   Fanglu Wang
Title:   Chief Executive Officer

Date: August 20, 2021



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 on July 16, 2021 (“Registration Statement”), 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 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 agreement and plan of merger, by and among CCAC and Quanergy and the other parties thereto (the “Merger Agreement”), CCAC and the Business Combination. When available, the definitive proxy statement/prospectus and other relevant materials for the Business Combination will be mailed to stockholders of CCAC as of a record date to be established for voting on the Business Combination and other matters as may be described in the Registration Statement. Stockholders may obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus filed or that will be filed with the SEC and all other relevant documents that are or will be incorporated by reference therein, without charge, at the SEC’s web site at www.sec.gov, or by written 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 stockholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in CCAC is included in the Registration Statement, which includes the preliminary proxy statement/prospectus of CCAC, for the Business Combination and is available at www.sec.gov. Additional information regarding the interests of such participants will be contained in the definitive proxy statement/prospectus for the Business Combination when available. You may obtain free copies of these documents as described in the preceding paragraph.

No Offer or Solicitation

This communication is for informational purposes only and shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.