CITIC Capital Acquisition Corp. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders

(State or other jurisdiction

of incorporation)

(Commission

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(I.R.S. Employer

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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))

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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Submission of Matters to a Vote of Security Holders.

The BCA Proposal. To consider and vote upon a proposal to approve, ratify and adopt by ordinary resolution the Merger Agreement, dated as of June 21, 2021, as amended on June 28, 2021 and further amended on November 14, 2021 and December 26, 2021 (collectively, the “Merger Agreement”), by and among CCAC, CITIC Capital Merger Sub Inc. (“Merger Sub”), a Delaware corporation and subsidiary of CCAC, and Quanergy Systems, Inc. (“Quanergy”), a Delaware corporation. The Merger Agreement provides for, among other things, the merger of Merger Sub with and into Quanergy (the “Merger”), with Quanergy surviving the Merger as a wholly owned subsidiary of Quanergy PubCo, in accordance with the terms and subject to the conditions of the Merger Agreement. The BCA Proposal was approved. The final voting tabulation for this proposal was as follows:

FOR

AGAINST

ABSTAIN

The Domestication Proposal. To consider and vote upon a proposal to approve by special resolution, (a) the Company be de-registered in the Cayman Islands pursuant to Article 49 of the current Amended and Restated Articles of Association of the Company and be registered by way of continuation as a corporation in the state of Delaware; (b) conditional upon, and with effect from, the registration of the Company in the State of Delaware as a corporation with the laws of the State of Delaware, the registered office of the Company be changed to VCorp Services, LLC, 1013

FOR

AGAINST

ABSTAIN

Organizational Documents Proposal. To consider and vote upon a proposal to approve by special resolution the proposed new certificate of incorporation (the “Proposed Certificate of Incorporation”) and the proposed new bylaws (the “Proposed Bylaws” and, together with the Proposed Certificate of Incorporation, the “Proposed Organizational Documents”) of CITIC Capital Acquisition Corp. (a corporation incorporated in the State of Delaware following the filing with and acceptance by the Secretary of State of Delaware of the certificate of domestication in accordance with Section 388 of the Delaware General Corporation Law (the “DGCL”)), which will be renamed “Quanergy Systems, Inc.” in connection with the Business Combination (CCAC after the Domestication, including after such change of name, is referred to herein as “Quanergy PubCo”). The Organizational Documents Proposal was approved. The final voting tabulation for this proposal was as follows:

FOR

AGAINST

ABSTAIN

The Advisory Organizational Documents Proposals. To consider and vote upon the following seven separate proposals (collectively, the “Advisory Organizational Documents Proposals”) to approve, by special resolution, the following material differences between the Cayman Constitutional Documents and the Proposed Organizational Documents:

Advisory Organizational Documents Proposal 4A. To authorize the change in the authorized share capital of CCAC from (i) 200,000,000 CCAC Class A ordinary shares of a par value of US$0.0001 each, 20,000,000 CCAC Class B ordinary shares of a par value of US$0.0001 each and 1,000,000 CCAC Preference Shares of a par value of US$0.0001 each to (ii) 300,000,000 shares of Quanergy PubCo common stock and 10,000,000 shares of Quanergy PubCo preferred stock. Advisory Organizational Documents Proposal 4A was approved. The final voting tabulation for this proposal was as follows:

FOR

AGAINST

ABSTAIN

Advisory Organizational Documents Proposal 4B. To approve an exclusive forum provision, pursuant to which the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, another state or federal court located within the State of Delaware, shall be the exclusive forum for certain actions under Delaware law, and the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. The Advisory Organizational Documents Proposal 4B was approved. The final voting tabulation for this proposal was as follows:

FOR

AGAINST

ABSTAIN

Advisory Organizational Documents Proposal 4C. To approve a provision electing not to be governed by Section 203 of the DGCL relating to takeovers by interested stockholders but to provide other similar restrictions regarding takeovers by interested stockholders. Advisory Organizational Documents Proposal 4C was approved. The final voting tabulation for this proposal was as follows:

FOR

AGAINST

ABSTAIN

Advisory Organizational Documents Proposal 4D. To approve provisions providing that the affirmative vote of the holders of at least 66 2/3% of the total voting power of all the then outstanding shares of stock of the Company entitled to vote thereon, voting together as a single class, will be required to amend, alter, repeal or rescind all or any portion of Article V(B), Article VII, Article VIII, Article IX, Article X, Article XI, Article XII and Article XIII of the Proposed Certificate of Incorporation. Advisory Organizational Documents Proposal 4D was approved. The final voting tabulation for this proposal was as follows:

FOR

AGAINST

ABSTAIN

Advisory Organizational Documents Proposal 4E. To approve provisions permitting the removal of a director only for cause and only by the affirmative vote of the holders of at least a majority of the voting power of all of the then outstanding shares of voting stock of the Corporation entitled to vote at an election of directors. Advisory Organizational Documents Proposal 4E was approved. The final voting tabulation for this proposal was as follows:

FOR

AGAINST

ABSTAIN

Advisory Organizational Documents Proposal 4F. To approve provisions providing that any action required or permitted to be taken by the stockholders of the Company must be effected at an annual or special meeting of the stockholders of the Company, and shall not be taken by written consent in lieu of a meeting. The Advisory Organizational Documents Proposal 4F was approved. The final voting tabulation for this proposal was as follows:

FOR

AGAINST

ABSTAIN

Advisory Organizational Documents Proposal 4G. To authorize all other changes in connection with the replacement of Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws in connection with the consummation of the Business Combination, including (1) changing the company name from “CITIC Capital Acquisition Corp.” to “Quanergy Systems, Inc.,” (2) making Quanergy PubCo’s corporate existence perpetual, and (3) removing certain provisions related to CCAC’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which the CCAC Board believes is necessary to adequately address the needs of Quanergy PubCo after the Business Combination. Advisory Organizational Documents Proposal 4G was approved. The final voting tabulation for this proposal was as follows:

FOR

AGAINST

ABSTAIN

The Stock Issuance Proposal. To consider and vote upon a proposal to approve by ordinary resolution for purposes of complying with the applicable provisions of NYSE Listing Rule 312.03, (a) the issuance of Quanergy PubCo common stock to the PIPE Investors pursuant to the PIPE Investments, plus any additional shares pursuant to subscription agreements we may enter into prior to Closing, (b) shares of Quanergy PubCo common stock to certain stockholders of Quanergy pursuant to the Merger Agreement and (c) the GEM Investor, pursuant to GEM Agreement. The Stock Issuance Proposal was approved. The final voting tabulation for this proposal was as follows:

FOR

AGAINST

ABSTAIN

The Equity Incentive Plan Proposal. To consider and vote upon a proposal to approve by ordinary resolution the Quanergy PubCo 2022 Incentive Award Plan. The Equity Incentive Plan Proposal was approved. The final voting tabulation for this proposal was as follows:

FOR

AGAINST

ABSTAIN

The ESPP Proposal. To consider and vote upon a proposal to approve by ordinary resolution the Quanergy PubCo 2022 Employee Stock Purchase Plan. The ESPP Proposal was approved. The final voting tabulation for this proposal was as follows:

FOR

AGAINST

ABSTAIN

/s/ Fanglu Wang