Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM
10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended SeptemberJune 30, 2020

2021
☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from
to

Commission File
No. 001-39222

CITIC CAPITAL ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands
 
N/A

(State or other jurisdiction of

(I.R.S. Employer
incorporation or organization)

 

(I.R.S. Employer

Identification No.)

9/F, East Tower, Genesis Beijing, No. 8

Xinyuan South Road, Chaoyang

District, Beijing 100027, People’s Republic of China

(Address of Principal Executive Offices, including zip code)

+86 10 5802 3889

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class

 

Trading


Symbol(s)

 

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 common stock,ordinary shares, par value $0.0001 per share
 
CCAC
 
The New York Stock Exchange
Warrants, each exercisable for one share of Class A common stockordinary shares
 
CCAC WS
 
The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T (§
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule
12b-2
of the Exchange Act.

Large accelerated filer ☐  Accelerated filer ☐
Non-accelerated filer ☒  Smaller reporting company ☒
     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.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):    Yes  ☒    No  ☐

As of NovemberAugust 13, 2020,2021, there
were 27,600,000
shares of Class A common stock,ordinary shares, par value $0.0001, and
6,900,000
shares of Class B common stock,ordinary shares, $0.0001 par value, issued and outstanding.

Table of Contents

CITIC CAPITAL ACQUISITION CORP.

Quarterly Report on
Form 10-Q

TABLE OF CONTENTS

      
Page
 

PART I – FINANCIAL INFORMATION

   1 

Item 1.

 
Item 1.
Financial Statements
   1 
 
Condensed Balance Sheets as of SeptemberJune 30, 20202021 (unaudited) and December31, 20192020
   1 
 
Condensed Statements of Operations for the Three and NineSix Months Ended SeptemberJune 30, 2021 and June 30, 2020 (unaudited)
   2 
 
Condensed StatementStatements of Changes in Shareholders’ Equity for the Three and NineSix Months Ended SeptemberJune 30, 2021 (unaudited) and June 30, 2020 (unaudited)
   3 
 
Condensed StatementStatements of Cash Flows for the NineSix Months Ended SeptemberJune 30, 2021 and June 30, 2020 (unaudited)
   4 
 
Notes to Condensed Financial Statements (unaudited)
   5 

Item 2.

 
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
   1615 

Item 3.

 
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
18
Item 4.
Control and Procedures
18
PART II – OTHER INFORMATION
   19 

Item 4.

 
Item 1.
Control and ProceduresLegal Proceedings
   19 

Item 1A.

PART II – OTHER INFORMATIONRisk Factors

   1917 

Item 1.

Legal Proceedings  19

Item 1A.

2.		  Risk Factors19

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds
19
Item 3.
Defaults Upon Senior Securities
   20 

Item 3.

 
Item 4.
Defaults Upon Senior SecuritiesMine Safety Disclosures
20
Item 5.
Other Information
20
Item 6.
Exhibits
20
SIGNATURES
   21 

Item 4.

Mine Safety Disclosures21

Item 5.

Other Information21

Item 6.

Exhibits21

SIGNATURES

22

i

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM

Item 1. FINANCIAL STATEMENTS

Financial Statements

CITIC CAPITAL ACQUISITION CORP.

CONDENSED BALANCE SHEETS

   September 30,
2020		   December 31,
2019		 
   (unaudited)     

Assets:

    

Cash

  $1,144,302   $300,000 

Prepaid expense

   51,462    —   
  

 

 

   

 

 

 

Total current assets

   1,195,764    300,000 

Deferred offering costs

   —      87,885 

Investments held in Trust Account

   277,838,872    —   
  

 

 

   

 

 

 

Total assets

  $279,034,636   $387,885 
  

 

 

   

 

 

 

Liabilities and Shareholders’ Equity:

    

Accounts payable and accrued expense

  $75,897   $—  

Due to related parties

   25,931    85,851 

Advance from Sponsor

   —    300,000 
  

 

 

   

 

 

 

Total current liabilities

   101,828    385,851 

Deferred underwriting commissions

   9,660,000    —   
  

 

 

   

 

 

 

Total liabilities

   9,761,828    385,851 
  

 

 

   

 

 

 

Commitments Contingencies

    

Class A ordinary shares subject to possible redemption, $0.0001 par value; 26,427,281 shares and 0 shares at September 30, 2020 and December 31, 2019, respectively (at redemption value of $10.00 per share)

   264,272,806    —   

Shareholders’ equity:

    

Preferred shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding

   —      —   

Class A ordinary shares, $0.0001 par value, 200,000,000 shares authorized, 1,172,719 and 0 shares (excluding 26,427,281 and 0 shares subject to possible redemption) issued and outstanding at September 30, 2020 and December 31, 2019

   118    —   

Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized, 6,900,000 shares issued and outstanding at September 30, 2020 and December 31, 2019

   690    690 

Additional paid-in capital

   3,565,326    24,310 

Retained earnings (accumulated deficit)

   1,433,868    (22,966) 
  

 

 

   

 

 

 

Total shareholders’ equity

   5,000,002    2,034 
  

 

 

   

 

 

 

Total liabilities and shareholders’ equity

  $279,034,636   $387,885 
  

 

 

   

 

 

 

   
June 30,
2021
(unaudited)
   
December 31,
2020
 
Assets:
        
Cash
  $126,622   $981,606 
Prepaid expense
   248,103    16,589 
   
 
 
   
 
 
 
Total current assets
   374,725    998,195 
Investments held in Trust Account
   277,859,656    277,845,876 
   
 
 
   
 
 
 
Total assets
  
$
278,234,381
 
  
$
278,844,071
 
   
 
 
   
 
 
 
Liabilities and Shareholders’ Equity:
          
Liabilities:
        
Accounts payable and accrued expense
  $2,839,039   $28,509 
Due to related parties
   385,366    55,931 
   
 
 
   
 
 
 
Total current liabilities
   3,224,405    84,440 
Deferred underwriting commissions
   9,660,000    9,660,000 
Warrant liability
   22,975,200    36,620,000 
   
 
 
   
 
 
 
Total liabilities
  
 
35,859,605
 
  
 
46,364,440
 
   
 
 
   
 
 
 
Commitments and Contingencies
   0    0 
Class A ordinary shares subject to possible redemption, $0.0001 par value; 23,737,477 shares and 22,747,963 shares at June 30, 2021 and December 31, 2020, respectively (at redemption value of $10.00 per share)
   237,374,770    227,479,630 
Shareholders’ equity:
          
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; 0 shares issued and outstanding
   0—      0—   
Class A ordinary shares, $0.0001 par value, 200,000,000 shares authorized, 3,862,523 (excluding 23,737,477 shares subject to possible redemption) and 4,852,037 (excluding 22,747,963 shares subject to possible redemption) shares issued and outstanding at June 30, 2021 and December 31, 2020
   386    485 
Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized, 6,900,000 shares issued and outstanding at June 30, 2021 and December 31, 2020
   690    690 
Additional paid-in capital
   5,633,547    15,528,588 
Retained earnings (accumulated deficit)
   (634,617)
 
   (10,529,762) 
   
 
 
   
 
 
 
Total shareholders’ equity
  
 
5,000,006
 
  
 
5,000,001
 
   
 
 
   
 
 
 
Total liabilities and shareholders’ equity
  
$
278,234,381
 
  
$
278,844,071
 
   
 
 
   
 
 
 
The accompanying notes are an integral part of the condensed financial statements.
1
Table of Contents
CITIC CAPITAL ACQUISITION CORP.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
   
For the three
months

ended June 30,
  
For the six
months

ended June 30,
 
   
2021
  
2020
  
2021
  
2020
 
General and administrative expenses
  $3,099,387  $165,209  $3,763,435  $213,745 
Loss from operations
   (3,099,387)  (165,209)   (3,763,435)
 
  (213,745) 
Other
income (expenses):
                 
Interest income and realized gain from sale from investments held in Trust Account
   6,928   69,247   13,780   1,831,868 
Warrants issuance costs
   —     (343)   —     (1,044,453) 
Excess of the fair value of private placement warrants over cash received
   —     —     —     (2,932,800) 
Unrealized gain on fair value changes of warrants
   1,216,400   1,542,800   13,644,800   12,792,000 
Net income
 (loss)
  
$
(1,876,059
) 
$
1,446,495
 
 
$
9,895,145
 
 
$
10,432,870
 
Weighted average shares outstanding of Class A ordinary shares, basic and diluted
  
 
27,600,000
 
 
 
27,600,000
 
 
 
27,600,000
 
 
 
27,600,000
 
Basic and diluted net income per ordinary share, Class A
  
$
0.00
 
 
$
0.00
 
 
$
0.00
 
 
$
0.02
 
Weighted average shares outstanding of Class B ordinary shares, basic and diluted
  
 
6,900,000
 
 
 
6,687,363
 
 
 
6,900,000
 
 
 
6,687,363
 
Basic and diluted net income per ordinary share, Class B
  
$
(0.27
)
 
 
$
0.21
 
 
$
1.43
 
 
$
1.29
 
See accompanying notes to condensed financial statements.

2
Table of Contents
CITIC CAPITAL ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

   For the three
months ended
September 30,
2020		  For the nine
months ended
September 30,
2020		 

General and administrative expenses

  $168,293  $382,038 
  

 

 

  

 

 

 

Loss from operations

   (168,293)   (382,038) 

Other Income:

   

Interest income and realized gain from sale of treasury securities

   7,004   1,838,872 
  

 

 

  

 

 

 

Net (loss) income

  $(161,289)  $1,456,834 
  

 

 

  

 

 

 

Weighted average shares outstanding of Class A ordinary shares, basic and diluted

   27,600,000   27,600,000 
  

 

 

  

 

 

 

Basic and diluted net income per ordinary share, Class A

  $0.00  $0.07 
  

 

 

  

 

 

 

Weighted average shares outstanding of Class B ordinary shares, basic and diluted

   6,900,000   6,900,000 
  

 

 

  

 

 

 

Basic and diluted net loss per ordinary share, Class B

  $(0.02)  $(0.06) 
  

 

 

  

 

 

 

CHANGES IN SHAREHOLDERS’ EQUITY

                    
Retained
    
   
Ordinary Shares
   
Additional

Paid-In

Capital
  
Earnings
  
Total

Shareholders’

Equity
 
   
Class A
  
Class B
  
(Accumulated

Deficit)
 
   
Shares
  
Amount
  
Shares
   
Amount
 
Balance as of December 31, 2019
  
 
—  
 
 
$
—  
 
 
 
6,900,000
 
  
$
690
 
  
$
24,310
 
 
$
(22,966
) 
 
$
2,034
 
Sale of Units in Initial Public Offering
   27,600,000   2,760   —      —      257,643,240   —     257,646,000 
Offering costs charged to the shareholders’ equity
   —     —     —      —      (14,656,790)   —     (14,656,790) 
Change in Class A ordinary shares subject to possible redemption
   (24,697,762)   (2,470)   —      —      (246,975,148)   —     (246,977,618) 
Net Income
   —     —     —      —      —     8,986,375   8,986,375 
   
 
 
  
 
 
  
 
 
   
 
 
   
 
 
  
 
 
  
 
 
 
Balance as of March 31, 2020 (Unaudited)
  
 
2,902,238
 
 
$
290
 
 
 
6,900,000
 
  
$
690
 
  
$
(3,964,388
) 
 
$
8,963,409
 
 
$
5,000,001
 
   
 
 
  
 
 
  
 
 
   
 
 
   
 
 
  
 
 
  
 
 
 
Additional offering costs charge to the shareholders’ equity
   —     —     —      —      (5,160)   —     (5,160) 
Reclassification of offering costs related to warrants
   —     —     —      —      343   —     343 
Net income
   —     —     —      —      —     1,446,495   1,446,495 
Change in Class A ordinary shares subject to possible redemption
   (144,168)   (14)   —      —      (1,441,664)   —     (1,441,678) 
   
 
 
  
 
 
  
 
 
   
 
 
   
 
 
  
 
 
  
 
 
 
Balance as of June 30, 2020 (Unaudited)
  
 
2,758,070
 
 
$
276
 
 
 
6,900,000
 
  
$
690
 
  
$
(5,410,869
) 
 
$
10,409,904
 
 
$
5,000,001
 
   
 
 
  
 
 
  
 
 
   
 
 
   
 
 
  
 
 
  
 
 
 
                    
Retained
    
   
Ordinary Shares
   
Additional

Paid-In

Capital
  
Earnings
  
Total

Shareholders’

Equity
 
   
Class A
  
Class B
  
(Accumulated

Deficit)
 
   
Shares
  
Amount
  
Shares
   
Amount
 
Balance as of December 31, 2020
  
 
4,852,037
 
 
$
485
 
 
 
6,900,000
 
  
$
690
 
  
$
15,528,588
 
 
$
(10,529,762
)
 
$
5,000,001
 
Change in Class A ordinary shares subject to possible redemption
   (1,177,120)   (118)   —      —      (11,771,082)   —     (11,771,200) 
Net Income
   —     —     —      —      —     11,771,204   11,771,204 
   
 
 
  
 
 
  
 
 
   
 
 
   
 
 
  
 
 
  
 
 
 
Balance as of March 31, 2021 (Unaudited)
  
 
3,674,917
 
 
$
367
 
 
 
6,900,000
 
  
$
690
 
  
$
3,757,506
 
 
$
1,241,442
 
 
$
5,000,005
 
   
 
 
  
 
 
  
 
 
   
 
 
   
 
 
  
 
 
  
 
 
 
Net income
   —     —     —      —      —     (1,876,059)   (1,876,059) 
Change in Class A ordinary shares subject to possible redemption
   187,606   19   —      —      1,876,041   —     1,876,060 
   
 
 
  
 
 
  
 
 
   
 
 
   
 
 
  
 
 
  
 
 
 
Balance as of June 30, 2021 (Unaudited)
  
 
3,862,523
 
 
$
386
 
 
 
6,900,000
 
  
$
690
 
  
$
5,633,547
 
 
$
(634,617
)
 
 
$
5,000,006
 
   
 
 
  
 
 
  
 
 
   
 
 
   
 
 
  
 
 
  
 
 
 
See accompanying notes to condensed financial statements.

3
Table of Contents
CITIC CAPITAL ACQUISITION CORP.

CONDENSED STATEMENTSSTATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020

                    Retained    
   Ordinary Shares   Additional  Earnings  Total 
   Class A  Class B   Paid-In  (Accumulated  Shareholders’ 
   Shares  Amount  Shares   Amount   Capital  Deficit)  Equity 

Balance as of December 31, 2019

   —    $—     6,900,000   $690   $24,310  $(22,966)  $2,034 

Sale of Units in Initial Public Offering

   24,000,000   2,400   —      —      239,997,600   —     240,000,000 

Sale of over-allotment Units

   3,600,000   360   —      —      35,999,640   —     36,000,000 

Sale of Private Placement Warrants to Sponsor in private placement

   —     —     —      —      7,520,000   —     7,520,000 

Offering costs charged to the shareholders’ equity

   —     —     —      —      (15,700,900)   —     (15,700,900) 

Change in Class A ordinary shares subject to possible redemption

   (26,453,521)   (2,645)   —      —      (264,532,569)   —     (264,535,214) 

Net income

   —     —     —      —      —     1,714,085   1,714,085 
  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

Balance as of March 31, 2020 (Unaudited)

   1,146,479  $115   6,900,000   $690   $3,308,081  $1,691,119  $5,000,005 
  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

Offering costs charged to shareholders’ equity

   —     —     —      —      (5,160)   —     (5,160) 

Change in Class A ordinary shares subject to possible redemption

   10,111   1   —      —      101,117   —     101,118 

Net loss

   —     —     —      —      —     (95,962)   (95,962) 
  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

Balance as of June 30, 2020 (Unaudited)

   1,156,590  $116   6,900,000   $690   $3,404,038  $1,595,157  $5,000,001 
  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

Change in Class A ordinary shares subject to possible redemption

   16,129   2   —      —      161,288   —     161,290 

Net loss

   —     —     —      —      —     (161,289)   (161,289) 
  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

Balance as of September 30, 2020 (Unaudited)

   1,172,719  $118   6,900,000   $690   $3,565,326  $1,433,868  $5,000,002 
  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

CASH FLOWS

(unaudited)
   
For the

Six Months
Ended

June 30, 2021
  
For the

Six Months

Ended

June 30, 2020
 
Cash Flows from Operating Activities:
         
Net income
  $9,895,145  $10,432,870 
Adjustments to reconcile net income to net cash used in operating activities:
         
Interest earned on investment held in Trust Account
   (13,780)   (474,758) 
Realized gain from sale of marketable securities
   —     (1,357,111) 
Excess of the fair value of private placement warrants over cash received
   —     2,932,800 
Warrant issuance costs
   —     1,044,453 
Unrealized gain/loss on fair value changes of warrants
   (13,644,800)   (12,792,000) 
Changes in current assets and current liabilities:
         
Prepaid assets
   (231,514)   (86,835) 
Accounts payable and accrued expense
   2,810,530   79,905 
Due to related parties
   329,435   25,795 
   
 
 
  
 
 
 
Net cash used in operating activities
   (854,984)   (194,881) 
Cash Flows from Investing Activities:
         
Purchase of investment held in Trust Account
   —     (553,609,410) 
Proceeds from sale of investment held in Trust Account
   —     277,609,410 
   
 
 
  
 
 
 
Net cash used in investing activities
   —     (276,000,000) 
Cash Flows from Financing Activities:
         
Proceeds from Initial Public Offering, net of underwriters’ fees
   —     276,000,000 
Proceeds from private placement
   —     7,520,000 
Repayment of Sponsor loan
   —     (300,000) 
Payments of offering costs
   0     (5,996,390) 
   
 
 
  
 
 
 
Net cash provided by financing activities
   0     277,226,985 
Net Change in Cash
   (854,984)   1,056,604 
Cash – Beginning
   981,606   300,000 
   
 
 
  
 
 
 
Cash – Ending
  $126,622  $1,356,604 
   
 
 
  
 
 
 
Supplemental Disclosure of
Non-cash
Financing Activities:
         
   
 
 
  
 
 
 
Deferred underwriting commissions charged to additional paid in capital
  $0    $9,660,000 
   
 
 
  
 
 
 
Original value of Class A ordinary shares subject to possible redemption
  $—    $234,052,236 
   
 
 
  
 
 
 
Change in value of Class A ordinary shares subject to possible redemption
  $9,895,140  $14,367,403 
   
 
 
  
 
 
 
Initial classification of warrant liability
  $—    $25,874,000 
   
 
 
  
 
 
 
Increase in accounts payable for deferred offering costs
  $—    $1,785 
   
 
 
  
 
 
 
See accompanying notes to condensed financial statements.

4
Table of Contents
CITIC CAPITAL ACQUISITION CORP.

CONDENSED STATEMENT OF CASH FLOWS

(unaudited)

   For the Nine
months ended
September 30,
2020		 

Cash Flows from Operating Activities:

  

Net income

  $1,456,834 

Adjustments to reconcile net income to net cash used in operating activities:

  

Realized gain and interest earned on investment held in Trust Account

   (1,838,872) 

Changes in current assets and current liabilities:

  

Prepaid assets

   (51,462) 

Accounts payable and accrued expense

   75,897 

Due to related parties

   (19,920) 
  

 

 

 

Net cash used in operating activities

   (377,523) 

Cash Flows from Investing Activities:

  

Purchase of investment held in Trust Account

   (276,000,000) 
  

 

 

 

Net cash used in investing activities

   (276,000,000) 

Cash Flows from Financing Activities:

  

Proceeds from Initial Public Offering, net of underwriters’ fees

   276,000,000 

Proceeds from private placement

   7,520,000 

Repayment of Sponsor loan

   (300,000) 

Payments of offering costs

   (5,998,175) 
  

 

 

 

Net cash provided by financing activities

   277,221,825 

Net Change in Cash

   844,302 

Cash – Beginning

   300,000 
  

 

 

 

Cash – Ending

  $1,144,302 
  

 

 

 

Supplemental Disclosure of Non-cash Financing Activities:

  

Deferred underwriting commissions charged to additional paid in capital

  $9,660,000 
  

 

 

 

Class A ordinary shares subject to possible redemption

  $264,272,806 
  

 

 

 

See accompanying notes to condensed financial statements.

CITIC CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER

June 30, 2020

2021

(UNAUDITED)

Note 1—Description of Organization and Business Operations

Organization and General

CITIC Capital Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on September 9, 2019. The Company was incorporated for the purpose of effecting a merger,me
r
ger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search on the energy efficiency, clean technology and sustainability sectors. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of SeptemberJune 30, 2020,2021, the Company had not commenced any operations. All activity through SeptemberJune 30, 20202021 relates to the Company’s formation, the initial public offering described below, and, since the completion of the initial public offering,Initial Public Offering (“IPO”) as defined below, searching for a target to consummate a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The
Company will generate non-operating income in the
form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering (as defined below). The Company has selected December 31IPO and will recognize changes in the fair value of warrant liability as its fiscal year end. For the period from September 9, 2019 (inception) to September 30, 2019, the Company did not have any operations.

other income (expense).

The Company’s sponsor is CITIC Capital Acquisition LLC, a Cayman Islands limited liability company (the “Sponsor”).

Financing

The registration statement for the Company’s Initial Public Offering (as defined below) was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 10, 2020. On February 13, 2020, the Company consummated its Initial Public Offering (the “Initial Public Offering”) of 27,600,000 units (each, a “Unit” and collectively, the “Units”), including 3,600,000 Units issued pursuant to the exercise in full of the underwriters’ over-allotment option, at $10.00 per Unit, generating gross proceeds of $276 million, and incurring offering costs of approximately $15.7$15.70 million, inclusive of $9.66 million in deferred underwriting commissions (Note 3). The Company intends to finance its initial Business Combination with the proceeds from the Initial Public Offering and a $7.52 million private placement of warrants (the “Private Placement Warrants”) (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $276 million was held in a trust account (discussed below). As of SeptemberJune 30, 2020,2021, the Company had approximately $1.14 million$126,622 in cash held outside of the trust account (discussed below).

Trust Account

Upon the closing of the Initial Public Offering, $276 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering, including the proceeds of the Private Placement Warrants, was held in a trust account (the “Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain
conditions under Rule 2a-7 promulgated under the
Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account as described below.

Initial Business Combination

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete an initial Business Combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”).

Act.

The Company will provide its holders (the “Public Shareholders”) of its Class A ordinary shares, par value $0.0001, sold in the Initial Public Offering (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a
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tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public
Shares for a pro-rata portion of the
amount in the Trust Account (initially anticipated to be $10.00 per
Public Share). The per-share amount to be
distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 and the approval of an ordinary resolution. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.

Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.

The Company’s Sponsor, officers and directors (the “initial shareholders”) have agreed, pursuant to a written agreement with the Company, that they will not propose any amendment to the Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering (the “Combination Period”), which is February 13, 2022, or (B) with respect to any other material provisions relating to shareholders’
rights or pre-initial Business Combination
activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment
at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares.

The Company will have 24 months from the closing of the Initial Public Offering to complete its initial Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public

Shares, at a per-share price, payable in
cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

Liquidation

The Sponsor, officers

On June 21, 2021, the Company entered into an Agreement and directorsPlan of Merger (the “initial shareholders”“Merger Agreement”) have agreed to waive their liquidation rights with respect, by and among the Company, CITIC Capital Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), and Quanergy Systems, Inc., a Delaware corporation (“Quanergy”).
At the closing of the transactions contemplated by the Merger Agreement (the “Closing”), upon the terms and subject to the Founder Shares ifconditions of the Merger Agreement, in accordance with the Delaware General Corporation Law, as amended (the “DGCL”), Merger Sub will merge with and into Quanergy, the separate corporate existence of Merger Sub will cease and Quanergy will be the surviving corporation and a wholly owned subsidiary of the Company fails to complete(the “Merger”); as a Business Combination withinresult of the Combination Period. However, ifMerger, among other things, in the initial shareholders or membersaggregate, a number of the Company’s management team acquire Public Shares in orordinary shares (or a number shares of the Company’s common stock after its Domestication (as defined below), the Initial Public Offering, they“Quanergy PubCo common stock”) equal to the quotient obtained by dividing (x)
$970,000,000 by (y) $10.00 will be entitledissued or issuable to liquidating distributionsholders of outstanding Quanergy capital stock, including any shares of Quanergy capital stock issued or issuable pursuant to exercise or conversion of any warrants or convertible notes, and Quanergy equity awards, calculated using the treasury stock method of accounting; and upon the effective time of the Merger (the “Effective Time”), the Company will immediately be renamed “Quanergy Systems, Inc.”
The Agreement contains customary representations and warranties, covenants, closing conditions, termination fee provisions and other terms relating to the initial Business Combination and the other transactions contemplated thereby.
The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements and transactions by the respective shareholders of the Company and Quanergy, (ii) effectiveness of the proxy / registration statement on Form
S-4
to be filed by the Company in connection with the Business Combination, (iii) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and the
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achievement of CFIUS clearance (as contemplated by the Merger Agreement), (iv) receipt of approval for listing on the NYSE of the shares of Quanergy PubCo common stock to be issued in connection with t
h
e Merger, (v) that after redemption, the Company’s net tangible assets shall be no less than $5,000,001 upon Closing and (vi) the absence of certain injunctions.
Other conditions to Quanergy’s obligations to consummate the Merger include, among others, that as of the Closing, (i) the Company’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”), and (ii) the amount of cash available in (x) the Trust Account, with respect to such Public Shares iffollowing the extraordinary general meeting, into which substantially all of the proceeds of the Company’s initial public offering and private placements of its warrants have been deposited for the benefit of the Company, failscertain of its public shareholders and the underwriters of the Company’s initial public offering, after deducting the amount required to complete a Business Combination withinsatisfy the Combination Period. The underwriters have agreedCompany’s obligations to waiveits shareholders (if any) that exercise their rights to its deferred underwriting commission (see Note 5) held inredeem their Class A Ordinary Shares pursuant to the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemptionCompanies Act (as revised) of the Public Shares. InCayman Islands the eventCompany’s Amended and Restated Memorandum and Articles of such distribution, itAssociation ( the “Cayman Constitutional Documents”) (the “Trust Amount”) plus (y) the PIPE Investment (as defined below), is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In orderat least equal to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the
$175,000,000.
The Company has entered into a written lettersubscription agreements (the “Subscription Agreements”) with certain institutional and accredited investors, including, among others, certain existing equityholders of intent, confidentiality or other similar agreement or business combination agreement, reduceQuanergy (the “PIPE Investors”), pursuant to which the amount of fundsPIPE Investors agreed to purchase, in the Trust Account to below the lesseraggregate, 4,000,000 shares of (i) $10.00 per public share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less thanQuanergy PubCo common stock at $10.00 per share due to reductions in the valuefor an aggregate commitment amount of the trust assets, less taxes payable. This liability will not apply with respect to any claims by a third party who executed a waiver$40 million (the “PIPE Investment Amount”).
Liquidity
As of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses or other entities with whichJune 30, 2021, the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity

As of September 30, 2020, the Company had $1,093,936 in working capital and cash outside the Trust Account of $1,144,302$126,622 available for working capital needs. All cash and securities held in the Trust Account are generally unavailable for the Company’s use, prior to an initial Business Combination, and are restricted for use either in a Business Combination or to redeem ordinary shares. As of SeptemberJune 30, 2020,2021, none of the amount in the Trust Account was available to be withdrawn as described above.

Through SeptemberJune 30, 2020,2021, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares, advances from the Sponsor in an aggregate amount of $300,000 which were repaid upon the Initial Public Offering (as described in Note 4) and the remaining net proceeds from the Initial Public Offering and Private Placement (as described in Note 3 and 4).

The Company anticipates that the $1,144,302 $126,622
outside of the Trust Account as of SeptemberJune 30, 2020,2021, as well as the Working Capital Loans (as defined in Note 4), will be sufficient to allow the Company to operate for at least the next 12 months,as of February 13, 2022, assuming that a Business Combination is not consummated during that time. Until consummationbefore February 13, 2022. In addition, on June 21, 2021, the Company has entered into the Subscription Agreements with PIPE Investors, pursuant to which the PIPE Investors agreed to purchase, in the aggregate, 4,000,000 shares of itsQuanergy PubCo common stock at $10.00 per share for an aggregate commitment amount of $40 million.
 The PIPE Investment Amounts will be used to pay the expenses related to the Business Combination the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined below) from the Initial Shareholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 4), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination.

with Quanergy. 

The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating Business Combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the Business Combination. Moreover, the Company will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

Going Concern
In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”)
2014-15,
“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to complete a Business Combination by February 13, 2022, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 30, 2021.
Note 2—Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for the fair presentation of the financial position as of SeptemberJune 30, 20202021 and the results of operations and cash flows for the period presented and should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on February 12, 2020, as well as the Company’s Current Reports
on Form 8-K, as filed
with the SEC on February 13, 2020, February 20, 2020, and March 30, 2020.2020, as well as the Company’s Current Reports on Form
10-K/A,
as filed with the SEC on May 25, 2021. The interim results for the three and ninesix months ended SeptemberJune 30, 20202021 are not necessarily indicative of the results to be expected for the year ending December 31, 20202021 or for any future periods.

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Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt-out of the extended transition period and comply with the requirements that apply to
non-emerging
growth companies but any such an election to
opt-out
is irrevocable. The Company has elected not to
opt-out
of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make the comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of these financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly,One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of SeptemberJune 30, 2020.

Cash2021.

Investments Held in Trust Account

At SeptemberJune 30, 2020,2021 and December 31, 2021, the assets held in the Trust Account were held in money market funds.

Deferred The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity

of 185 days or less, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on Investments Held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Offering Costs

The Company complies with the requirements of
FASB ASC 340-10-S99-1 and SEC
Staff Accounting Bulletin (SAB) Topic 5A—“Expenses of Offering”. Offering costs consist of legal, accounting, underwriting fees and other costs that are directly related to the Initial Public Offering. Offering costs amounting to approximately $15.7 million$1,044,453 were allocated to public warrants and expensed, offering costs amounting to $14,661,607 were charged to shareholders’ equity upon the completion of the Initial Public Offering.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “
Distinguishing Liabilities from Equity
.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as
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shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of SeptemberJune 30, 2021 and December 31, 2020, 26,427,28123,737,477 and 22,747,963 Class A ordinary shares subject to possible redemption
were
presented as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited condensed balance sheet.

sheets respectively.

Net Income (loss) per Ordinary Share

The Company’s condensed statementsstatement of operations includes a presentationprese
n
tation of income (loss) per share for common shares subject to possible redemption in a manner similar
to the two-class method of
income (loss) per share. Net income per common share, basic and diluted for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account and the gain on the sale of marketable securities totaling $7,004$13,780 and $1,838,872$1,831,868 for the three and ninesix months ended SeptemberJune 30, 2021 and June 30, 2020 by the weighted average number of Class A redeemable ordinary shares outstanding since original issuance.

Net lossincome per commonordinary share, basic and diluted
for Class B non-redeemable common stock ordinary
share is calculated by dividing the net income, adjusted for income attributable to Class A redeemable ordinary shares, by the weighted average number
of Class B non-redeemable ordinary shares
outstanding for the
period. Class B non-redeemable ordinary shares
includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

Income Taxes

The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no0 unrecognized tax benefits as of SeptemberJune 30, 20202021 and December 31, 2019.2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. NoNaN amounts were accrued for the payment of interest and penalties as of SeptemberJune 30, 20202021 and December 31, 2019.2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets.

sheets, other than the derivative warrant liability.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

•  Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
•  Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
•  Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
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In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

The Company’s private warrants liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. See Note 6 for additional information on assets and liabilities measured at fair value.
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date
and re-valued at
each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current
or non-current based
on whether or
not net-cash settlement
or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are a derivative instrument.
FASB
ASC 470-20, Debt
with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate IPO proceeds from the Units between Class A common stock and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the Class A common stock.
Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.
Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material impacteffect on the Company’s unaudited condensed financial statements.

Note 3—Initial Public Offering

On February 13, 2020, the Company sold 27,600,000 Units at a price of $10.00 per Unit, including 3,600,000 Units issued pursuant to the exercise in full of the underwriters’ over-allotment option. Each Unit consists of one Class A ordinary share, par value $0.0001
per share and one-half of one redeemable
warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6).

The Company paid an underwriting discount at the closing of the Initial Public Offering of $5.52 million. An additional fee of $9.66 million was deferred and will become payable upon the Company’s completion of an initial Business Combination. The deferred portion of the discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination.

Note 4—Related Party Transactions

Founder Shares

On November 14, 2019, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs in consideration for 5,750,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). Effective December 10, 2019, the Sponsor transferred 718,750 Founder Shares to Henri Arif, the Company’s independent director, for a purchase price of $3,125 (the same per-share price initially paid by the Sponsor), resulting in the Sponsor holding 5,031,250 Founder Shares. On February 10, 2020, the Company effected a share capitalization of 1,150,000 Class B ordinary shares and as a result, Mr. Arif now holds 862,500 Founder Shares.

As of September 30, 2020, the Sponsor holds 6,015,500 Founder Shares. The initial shareholders had agreed to forfeit up to 900,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. As of September 30, 2020, the underwriter had exercised its over-allotment option in full, hence, these Founder Shares were no longer subject to forfeiture.

The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares and any Class A ordinary share issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial Business Combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “lock-up”). Notwithstanding the foregoing, if (1) the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up.

Private Placement

Warrants

Concurrently with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,520,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant. Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. On March 30, 2020, the Sponsor transferred 940,000 Private Placement Warrants to Mr. Arif. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.

The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Related Party Advances

As of September 30, 2020, the amount due to related parties was $25,931. The amounts were unpaid reimbursements for the operating expenses, administrative support expenses (as described below – Administrative Services Agreement), and deferred offering costs paid by the related parties on behalf of the Company.

Sponsor Loan

On December 9, 2019, the Sponsor loaned the Company $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the earlier of December 31, 2020 or the completion of the Initial Public Offering. The full $300,000 was repaid on February 13, 2020.

Working Capital Loans

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into private placement warrants at a price of $1.00 per warrant. As of September 30, 2020 and December 31, 2019, the Company had no Working Capital Loans outstanding.

Administrative Services Agreement

Commencing on the date of the final prospectus, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support services. For the period from February 13, 2020 to September 30, 2020, the Company incurred $30,000 and $75,862 in such administrative services under this arrangement for the three and nine months ended September 30, 2020, respectively. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

Note 5—Commitments & Contingencies

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Registration Rights

The holders of Founder Shares, Private Placement Warrants, and securities that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration rights agreement dated as of February 10, 2020. These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were paid a cash underwriting discount of $5,520,000, or $0.20 per Unit of the gross proceeds of the initial 27,600,000 Units (inclusive of 3,600,000 unit over-allotment option) sold in the Initial Public Offering, in the aggregate. In addition, the underwriters are entitled to a deferred fee of (i) $0.35 per Unit of the gross proceeds of the initial 24,000,000 Units sold in the Initial Public Offering, or $8,400,000, and (ii) $0.35 per Unit of the gross proceeds from the 3,600,000 Units sold pursuant to the over-allotment option, or $1,260,000, aggregating to a deferred fee of $9,660,000. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Note 6—Trust Account and Fair Value Measurements

As of September 30, 2020, investment securities in the Company’s Trust Account consisted of a treasury securities fund in the amount of $277,838,872 which was held as money market funds. The following table presents fair value information as of September 30, 2020 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Since all of the Company’s permitted investments consist of treasury securities fund, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets as follows:

   Carrying
Value		   Quoted Prices
in Active
Markets
(Level 1)		   Significant
Other
Observable
Inputs
(Level 2)		   Significant
Other
Unobservable
Inputs
(Level 3)		 

Investments held in Trust Account – U.S. Treasury Securities Money Market Fund

  $277,838,872   $277,838,872   $—    $—  

Note 7—Shareholders’ Equity

Class A Ordinary Shares—The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of December 31, 2019, there were no Class A ordinary shares outstanding. As of September 30, 2020, there were 1,172,719 Class A ordinary shares outstanding, excluding 26,427,281 Class A ordinary shares subject to possible redemption.

Class B Ordinary Shares—The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders are entitled to one vote for each share of Class B ordinary shares. As of September 30, 2020 and December 31, 2019, there were 6,900,000 Class B ordinary shares issued and outstanding.

Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to appoint directors in any election held prior to or in connection with the completion of the initial Business Combination.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis (as adjusted). In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Preferred Shares—The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2020 and December 31, 2019, there were no preferred shares issued or outstanding.

Warrants—The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Company is not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

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The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. If (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination, and (z) the volume weighted average trading price of the Class A ordinary shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price of the Warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that, so long as they are held by the Sponsor or its permitted transferees, the Private Placement Warrants (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants.

The Company may call the Public Warrants for redemption (except with respect to the Private Placement Warrants):

in whole and not in part;

at a price of $0.01 per warrant;

upon a minimum of 30 days’ prior written notice of redemption; and

if, and only if, the last reported closing price of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading
days within a 30-trading day period ending
on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. Additionally, in no event will the Company be required to net cash settle any Warrants. If the Company is unable to complete the initial Business Combination within the combination period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Note 4—Related Party Transactions
Founder Shares
On November 14, 2019, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs in consideration for 5,750,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). Effective December 10, 2019, the Sponsor transferred 718,750 Founder Shares to Henri Arif, the Company’s independent director, for a purchase price of
$3,125 (the same per-share price initially paid
by the Sponsor), resulting in the Sponsor holding 5,031,250 Founder Shares. On February 10, 2020, the Company effected a share capitalization of 1,150,000 Class B ordinary shares and as a result, Mr. Arif now holds 862,500 Founder Shares. On February 10, 2021, the Sponsor appointed Mark B. Segall as an independent director and transferred 13,000 Founder Shares to Mr. Segall, resulting in the Sponsor holding 6,002,500 Founder Shares.
As of June 30, 2021 and December 31, 2020, the Sponsor holds 6,002,500 Founder Shares. The initial shareholders had agreed to forfeit up to 900,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. As of June 30, 2021, the underwriter had exercised its over-allotment option in full, hence, these Founder Shares were no longer subject to forfeiture.
The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares and any Class A ordinary share issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial Business Combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the
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initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the
“lock-up”).
Notwithstanding the foregoing, if (1) the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading
day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be
released from the lock-up.
Private Placement Warrants
Concurrently with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,520,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant. Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. On March 30, 2020, the Sponsor transferred 940,000 Private Placement Warrants to Mr. Arif. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.
The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.
Related Party Advances
As of June 30, 2021 and December 31, 2020, the amount due to related parties was $385,366 and $55,931. The amounts were unpaid reimbursements for the operating expenses, administrative support expenses (as described below – Administrative Support Agreement), merger related expenses and deferred offering costs paid by the related parties on behalf of the Company.
Sponsor Loan
On December 9, 2019, the Sponsor loaned the Company $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”).
This loan was non-interest bearing and payable
on the earlier of December 31, 2020 or the completion of the Initial Public Offering. The full $300,000 was repaid on February 13, 2020.
Working Capital Loans
In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.
Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into private placement warrants at a price of $1.00 per warrant. As of June 30, 2021 and December 31, 2020, the Company had 0 borrowings under the Working Capital Loans.
Administrative Support Agreement
Commencing on the date of the final prospectus, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support services. For the three and six months ended June 30, 2021, the Company incurred $30,000 and $60,000 of administrative services under this arrangement, respectively. For the three and six months ended June 30, 2020, the Company incurred $45,714 and $15,714 of administrative services under this arrangement, respectively. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.
Note 5—Commitments & Contingencies
Risks and Uncertainties
Management continues to evaluate the impact
of the COVID-19 pandemic on
the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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Registration Rights
The holders of Founder Shares, Private Plac
e
ment Warrants, and securities that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration rights agreement dated as of February 10, 2020. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination
of the applicable lock-up period for the
securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriters were paid a cash underwriting discount of $5,520,000, or $0.20 per Unit of the gross proceeds of the initial 27,600,000 Units (inclusive of 3,600,000 unit over-allotment option) sold in the Initial Public Offering, in the aggregate. In addition, the underwriters are entitled to a deferred fee of (i) $0.35 per Unit of the gross proceeds of the initial 24,000,000 Units sold in the Initial Public Offering, or $8,400,000, and (ii) $0.35 per Unit of the gross proceeds from the 3,600,000 Units sold pursuant to the over-allotment option, or $1,260,000, aggregating to a deferred fee of $9,660,000. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
Note 6—Recurring Fair Value Measurements
As of June 30, 2021, investment securities in the Company’s Trust Account consisted of a treasury securities fund in the amount of $277,859,656 which was held as money market funds. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of June 30, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.
   
Carrying
Value
   
Quoted Prices
in Active
Markets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Other
Unobservable
Inputs
(Level 3)
 
Assets:
                    
Investments held in Trust Account – Money Market Fund
  $277,859,656   $277,859,656   $—     $—   
   
 
 
   
 
 
   
 
 
   
 
 
 
   $277,859,656   $277,859,656   $—     $—   
   
 
 
   
 
 
   
 
 
   
 
 
 
Liabilities:
                    
Warrant Liabilities—Public Warrants
  $14,628,000   $14,628,000   —      —   
Warrant Liabilities—Private Warrants
  $8,347,200    —     —     $8,347,200 
   $22,975,200   $14,628,000   —     $8,347,200 
   
 
 
   
 
 
   
 
 
   
 
 
 
The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2020, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.
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Carrying
Value
   
Quoted Prices
in Active
Markets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Other
Unobservable
Inputs
(Level 3)
 
Assets:
                    
Investments held in Trust Account – Money Market Fund
  $277,845,876   $277,845,876   $—     $—   
   
 
 
   
 
 
   
 
 
   
 
 
 
   $277,845,876   $277,845,876   $—     $—   
   
 
 
   
 
 
   
 
 
   
 
 
 
Liabilities:
                    
Warrant Liabilities—Public Warrants
  $23,460,000   $23,460,000    —      —   
Warrant Liabilities—Private Warrants
  $13,160,000    —      —     $13,160,000 
   $36,620,000   $23,460,000    —     $13,160,000 
   
 
 
   
 
 
   
 
 
   
 
 
 
The Warrants were accounted for as liabilities in accordance with ASC
815-40
and are presented within warrant liabilities on the balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statement of operations. The Private Warrants were initially valued and continue to be valued using a Black Scholes Option Pricing Model.
The Private Warrants are considered to be a Level 3 fair value measurements due to the use of unobservable inputs. The Black Scholes Option Pricing Model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the ordinary shares. The expected volatility as of the IPO date was derived from the post-merger announced publicly traded warrants for comparable SPAC companies as of the valuation date. A Monte Carlo Simulation Method was used in estimating the fair value of the public warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Warrants. For periods subsequent to the detachment of the warrants from the Units, including June 30, 2021 and December 31, 2020, the closing price of the public warrants was used as the fair value as of each relevant date.
The key inputs into the Black Scholes Option Pricing Model for the Private Warrants were as follows at each of the following balance sheet dates:
Input
  
December 31, 2020
  
June 30, 2021
 
Risk-free interest rate
   0.47%   0.99% 
Expected term (years)
   5.00   5.00 
Expected volatility
   22.0%   17.0% 
Dividend yield
   0.0%   0.0% 
Exercise price
  $11.50  $11.50 
Asset Price
  $10.48  $9.91 
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The following table presents the changes in the fair value of warrant liabilities:
   
Private Warrants
   
Public Warrants
   
Warrant Liabilities
 
Fair value as of December 31, 2020
  $13,160,000   $23,460,000   $36,620,000 
Change in valuation inputs or other assumptions
   (4,812,800)    (8,832,000)    (12,428,400) 
   
 
 
   
 
 
   
 
 
 
Fair value as of June 30, 2021

  $8,347,200   $14,628,000   $22,975,200 
   
 
 
   
 
 
   
 
 
 
Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. There were 0 transfers between levels for the six months ended June 30, 2021.
Note 7—Shareholders’ Equity
Class
 A Ordinary Shares—
The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of June 30, 2021 and December 31, 2020, there were 3,862,523 and 4,852,037 Class A ordinary shares outstanding, excluding 23,737,477 and 22,747,963 Class A ordinary shares subject to possible redemption.
Class
 B Ordinary Shares
—The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders are entitled to one vote for each share of Class B ordinary shares. As of June 30, 2021 and December 31, 2020, there were 6,900,000 Class B ordinary shares issued and outstanding.
Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to vote on the election of the Company’s directors prior to the initial Business Combination.
The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business
Combination on a one-for-one basis (as adjusted).
In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on
a less than one-for-one basis.
Preferred Shares
—The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2021 and December 31, 2020, there were 0 preferred shares issued or outstanding.
Note 8—Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to November 13, 2020, the date that the condensed financial statements were available to be issued and has concluded that all such events that would require adjustment or disclosure have been recognized or disclosed.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

References to “we”, “us”, “our” or the “Company” are to CITIC Capital Acquisition Corp., except where the context requires otherwise. The following discussion should be read in conjunction with our unaudited condensed financial statements and related notes thereto included elsewhere in this report.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on
Form 10-Q includes
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or
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achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings.

Overview

We are a blank check company incorporated on September 9, 2019 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue an initial business combination target in any industry, we intend to focus our search on companies in the energy efficiency, clean technology and sustainability sectors. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of this offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.

On February 13, 2020, we sold 27,600,000 units at a price of $10.00 per unit, including 3,600,000 units issued pursuant to the exercise in full of the underwriters’ over-allotment option. Each unit consists of one Class A ordinary share, par value $0.0001 per share and
one-half
of one redeemable warrant. Each whole public warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Concurrently with the closing of the initial public offering, our sponsor purchased an aggregate of 7,520,000 private placement warrants at a price of $1.00 per private placement warrants. Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. The proceeds from the private placement warrants were added to the proceeds from the Initial Public Offering held in the Trust Account.

We paid an underwriting discount at the closing of the initial public offering of $5.52 million. An additional fee of $9.66 million was deferred and will become payable upon our completion of an initial business combination. The deferred portion of the discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event we complete our initial business combination.

Recent Developments

On May 7, 2020, our boardJune 21, 2021, the Company entered into an Agreement and Plan of directorsMerger (the “Board”“Merger Agreement”) appointed Ross Haghighat, by and among the Company, CITIC Capital Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), and Quanergy Systems, Inc., a Delaware corporation (“Quanergy”).
At the closing of the transactions contemplated by the Merger Agreement (the “Closing”), upon the terms and subject to the Board. Mr. Haghighat was appointed to serveconditions of the Merger Agreement, (x) in accordance with the Delaware General Corporation Law, as amended (the “DGCL”), Merger Sub will merge with and into Quanergy, the separate corporate existence of Merger Sub will cease and Quanergy will be the surviving corporation and a Class III director withwholly owned subsidiary of the Company (the “Merger”);
As a term expiring atresult of the Company’s third annual meeting of shareholders. The Board appointed Mr. Haghighat, who was determined to be an “independent director” as definedMerger, among other things, in the applicable rulesaggregate, a number of The New York Stock Exchange,shares of Quanergy PubCo common stock (as defined below) equal to the Board’s Audit Committee, Compensation Committeequotient obtained by dividing (x) $970,000,000 by (y) $10.00 will be issued or issuable to holders of outstanding Quanergy capital stock, including any shares of Quanergy capital stock issued or issuable pursuant to exercise or conversion of any warrants or convertible notes, and NominatingQuanergy equity awards, calculated using the treasury stock method of accounting; and Corporate Governance Committee.

upon the effective time of the Merger (the “Effective Time”), the Company will immediately be renamed “Quanergy Systems, Inc.”

Results of Operations

Our entire activity from inception up to SeptemberJune 30, 20202021 was related to our formation and the initial public offering. Since the initial public offering, our activity has been limited to the evaluation of business combination candidates, and we will not be generating any operating revenues until the closing and completion of our initial business combination. We expect to generate small amounts
of non-operating income
in the form of interest income on cash and investments. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. We expect our expenses to increase substantially after this period.

For the three months ended SeptemberJune 30, 2020,2021, we had a net loss of $161,289,$1,876,059, which was comprised of operating costs of $168,293 and$3,099,387, interest income of $7,004$6,928 from investments in our Trust Account.Account and $1,216,400 of unrealized gain on fair value changes of warrants. The operating expenses were primarily due to fees to professionals such as the auditors, legal counsel and consultants, and insurance expenses.

For the ninesix months ended SeptemberJune 30, 2021, we had a net income of $9,895,145, which was comprised of operating costs of $3,763,435, interest income of $13,780 from investments in our Trust Account and $13,644,800 of unrealized gain on fair value changes of warrants. The operating expenses were primarily due to fees to professionals such as the auditors, legal counsel and consultants, insurance expenses and merger related expense.
For the three months ended June 30, 2020, we had a net income of $1,456,834,$1,446,495, which was comprised of operating costs of $382,038,$165,209, interest income of $481,761$69,247 from investments in our Trust Account, warrants issuance costs of $343 and realizedunrealized gain from saleon fair value changes of treasury securitieswarrants of $1,357,111.$1,542,800. The operating expenses were primarily due to fees to professionals such as the auditors, legal counsel and consultants, and insurance expense.

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For the periodsix months ended June 30, 2020, we had a net income of $10,432,870, which was comprised of operating costs of $213,745, interest income of $474,757 from September 9, 2019 (inception)investments in our Trust Account, realized gain from sale of treasury securities of $1,357,111, warrants issuance costs of $1,044,453, excess of the fair value of private placement warrants over cash received $2,932,800 and unrealized gain on fair value changes of warrants of $12,792,000. The operating expenses were primarily due to September 30, 2019, we did not have any operations.

fees to professionals such as the auditors, legal counsel and consultants, and insurance expense.

Liquidity and Capital Resources

Our liquidity needs have been satisfied prior to the completion of this offering through receipt of a $25,000 capital contribution from our sponsor in exchange for the issuance of the founder shares to our sponsor and $300,000 in loans from our sponsor, which were repaid upon our initial public offering and not outstanding as of SeptemberJune 30, 2020,2021, and the remaining net proceeds from our offering and private placements.

As of SeptemberJune 30, 2020,2021, we had $1,093,936 in working capital and cash outside the Trust Account of $1,144,302$126,622 available for working capital needs. All cash and securities held in the Trust Account are generally unavailable for our use, prior to an initial business combination, and is restricted for use either in a business combination or to redeem ordinary shares. As of SeptemberJune 30, 2020,2021, none of the amount in the trust account was available to be withdrawn.

We anticipate that the $1,144,302$126,622 outside of the Trust Account as of SeptemberJune 30, 2020,2021, as well as the Working Capital Loans (as defined in Note 4), will be sufficient to allow the us to operate for at least the next 12 months,as of February 13, 2022, assuming that a business combinationBusiness Combination is not consummated during that time. Until consummationbefore February 13, 2022. In addition, on June 21, 2021, we entered into the Subscription Agreements with PIPE Investors, pursuant to which the PIPE Investors agreed to purchase, in the aggregate, 4,000,000 shares of its business combination, weQuanergy PubCo common stock at $10.00 per share for an aggregate commitment amount of $40 million. The PIPE Investment Amounts will be usingused to pay the funds not held inexpenses related to the trust account, and any additional working capital loans from the initial shareholders, our officers and directors, or their respective affiliates, for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination.

Business Combination with Quanergy.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating its business. However, if our estimates of the costs of
undertaking in-depth due
diligence and negotiating business combination is less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to the business combination. Moreover, we will need to raise additional capital through loans from our sponsor, officers, directors, or third parties. None of the sponsor, officers or directors are under any obligation to advance funds to, or to invest in us. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all.

We have 24 months from the closing of the Initial Public Offering, February 13, 2020, to complete its initial Business Combination. If we do not complete an initial Business Combination before February 13, 2022, we will liquidate. Our managements will use their best effort to search Business Combination target and avoid liquidation happen. But there’s no assurance that the initial Business Combination will be completed before February 13, 2022.
Contractual Obligations

Registration Rights

The holders of Founder Shares, Private Placement Warrants, and securities that may be issued upon conversion of working capital loans, if any, will be entitled to registration rights pursuant to a registration rights agreement dated as of February 10, 2020. These holders are entitled to certain demand and “piggyback” registration rights. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were paid a cash underwriting discount of $5,520,000, or $0.20 per unit of the gross proceeds of the initial 27,600,000 Units (inclusive of 3,600,000 unit over-allotment option) sold in the initial public offering, in the aggregate. In addition, the underwriters are entitled to a deferred fee of (i) $0.35 per unit of the gross proceeds of the initial 24,000,000 units sold in the initial public offering, or $8,400,000, and (ii) $0.35 per unit of the gross proceeds from the 3,600,000 units sold pursuant to the over-allotment option, or $1,260,000, aggregating to a deferred fee of $9,660,000. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a business combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies

Management’s discussion and analysis of our results of operations and liquidity and capital resources are based on our unaudited financial information. We describe our significant accounting policies in Note 2—Summary of Significant Accounting Policies, of the Notes to Financial Statements included in this report. Our unaudited financial statements have been prepared in accordance with U.S. GAAP. Certain of our accounting policies require that management apply significant judgments in defining the appropriate assumptions integral to financial estimates. On an ongoing basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with U.S. GAAP. Judgments are based on historical experience, terms of existing contracts, industry trends and information available from outside sources, as appropriate. However, by their nature, judgments are subject to an inherent degree of uncertainty, and, therefore, actual results could differ from our estimates.

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Warrant Liabilities
We account for the warrants issued in connection with the Initial Public Offering in accordance with Accounting Standards Codification
(“ASC”) 815-40, “Derivatives
and Hedging-Contracts in Entity’s Own Equity” (“ASC 815”), under which the warrants do not meet the criteria for equity classification and must be recorded as liabilities. As the warrants meet the definition of a derivative as contemplated in ASC 815, the warrants are measured at fair value at inception and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the Statement of Operations in the period of change.
Off-Balance Sheet
Arrangements

As of SeptemberJune 30, 2020,2021, we did not have
any off-balance sheet
arrangements as defined in Item 303(a)(4)(ii) of
Regulation S-K and
did not have any commitments or contractual obligations.

JOBS Act

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required
for non-emerging growth
companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an independent registered public accounting firm’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required
of non-emerging growth
public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act

(iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the report of the independent registered public accounting firm providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of this offering or until we are no longer an “emerging growth company,” whichever is earlier.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of SeptemberJune 30, 2020,2021, we were not subject to any market or interest rate risk. The net proceeds of our initial public offering, including amounts in the Trust Account, may be invested in U.S. government treasury bills, notes or bonds with a maturity of 180 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there is no associated material exposure to interest rate risk. We have not engaged in any hedging activities since our inception. We do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

As required by Rules
13a-15
and
15d-15
under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of SeptemberJune 30, 2020.2021. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules
13a-15
(e) and
15d-15
(e) under the Exchange Act) were not effective.

as of June 30, 2021, due solely to the material weakness in our internal control over financial reporting regarding the classification of the Company’s warrants as components of equity instead of as derivative liabilities. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with GAAP. Accordingly, management believes that the financial statements included in this Quarterly Report on Form

10-Q
present fairly in all material respects our financial position, results of operations and cash flows for the period presented.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure
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controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Control Over Financial Reporting

During the three months ended September 30, 2020,most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, as the circumstances that led to the restatement of our financial statements described in this Quarterly Report on Form
10-Q
had not yet been identified. Management has implemented remediation steps to address the material weakness and to improve our internal control over financial reporting.

Specifically, we expanded and improved our review process for complex securities and related accounting standards. We plan to further improve this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

ITEM
1. LEGAL PROCEEDINGS.
None.

ITEM 1A. RISK FACTORS.

The significant

There are no material changes to the risk factors known to us that could materially adversely affectin our business, financial condition, or operating results are described inmost recent Quarterly Report on Form
10-Q
as filed with the Risk Factors section of the prospectus for the initial public offering, except for the addition of the following risk factor.

Our search for an initial business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak.

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, andSEC on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”. A significant outbreak of COVID-19 and other infectious diseases could result in a widespread health crisis that could adversely affect the economies and financial markets worldwide, and the business of any potential target business with which we consummate a business combination could be materially and adversely affected. Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.

May 25, 2021.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Unregistered Sales of Equity Securities

On November 14, 2019, the sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs in consideration for 5,750,000 founder shares. Effective December 10, 2019, the sponsor transferred 718,750 founder shares to Henri Arif for a purchase price of $3,125 (the same
per-share
price initially paid by the sponsor), resulting in the sponsor holding 5,031,250 founder shares. On February 10, 2020, we effected a share capitalizationsharemcapitalization of 1,150,000 Class B ordinary shares and as a result, Mr. Arif now holds 862,500 founder shares. On May 6, 2020, the Sponsor transferred 22,000 founder shares to Ross Haghighat, the Company’s independent director for no consideration. On February 10, 2021, the Sponsor appointed Mark B. Segall as an independent director and transferred 13,000 Founder Shares to Mr. Segall, resulting in the Sponsor holding 6,002,500 Founder Shares. Such securities were issued in connection with ourorganizationour organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Concurrently with the closing of the initial public offering, the sponsor purchased an aggregate of 7,520,000 private placement warrants at a price of $1.00 per private placement warrant. Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. The proceeds from the private placement warrants were added to the proceeds from the initial public offering held in the Trust Account. On March 30, 2020, the Sponsor transferred 940,000 private placement warrants to Mr. Arif. The private placement warrants are identical to the warrants included as part of the units sold in the initial public offering, except that the private placement warrants, so long as they are held by the sponsor or its permitted transferees, (i) are not redeemable by us, (ii) may not (including the Class A ordinary shares issuable upon exercise of the warrants), subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of our initial business combination, (iii) may be exercised on a cashless basis and (iv) are entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the private placement warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Use of Proceeds

On August 2, 2019, we consummated the initial public offering of 27,600,000 units, including the issuance of 3,600,000 units as a result of the underwriters’ exercise of their over-allotment option in full. Each unit consists of one Class A ordinary share and
one-half
of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one Class ordinary share for $11.50 per share, subject to adjustment. The units were sold at a price of $10.00 per unit, generating gross proceeds to us of $276,000,000. Credit Suisse Securities (USA) LLC served as the sole underwriter of the initial public offering. The securities sold in the initial public offering were registered under the Securities Act on a registration statement on
Form S-1 (File
(File
No. 333-236006).
The SEC declared the registration statement effective on February 10, 2020.

Following the closing of the initial public offering and the private placement, $276,000,000 was placed in the Trust Account, comprised of $270,480,000 of the proceeds from the initial public offering (which amount includes $9,660,000 of the underwriters’ deferred discount) and $5,520,000 of the proceeds of the private placement. We paid $5,520,000 in underwriting discounts and recorded approximately $521,000 for other costs and expenses related to the initial public offering. There has been no material change in the planned use of proceeds from the initial public offering as described in the prospectus.

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The Company paid an underwriting discount at the closing of the Initial Public Offering of $5.52 million.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.

No.

  

Description of

Exhibit

Index
31.1  Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2  Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1  Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-OxleySarbanes- Oxley Act of 2002
32.2  Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-OxleySarbanes- Oxley Act of 2002
101.INS  XBRL Instance Document
101.CAL  XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH  XBRL Taxonomy Extension Schema Document
101.DEF  XBRL Taxonomy Extension Definition Linkbase Document
101.LAB  XBRL Taxonomy Extension Labels Linkbase Document
101.PRE  XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES

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

  
CITIC CAPITAL ACQUISITION CORP.
Date: November
August 13, 20202021
   

/s/ Fanglu Wang

  Name: Fanglu Wang
  Title: 
Chief Executive Officer and Director
(Principal Executive Officer)
Date: November
August 13, 20202021
   

/s/ Eric Chan

  Name: Eric Chan
  Title: 
Chief Financial Officer and Director
(Principal Financial and Accounting Officer)

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