☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(I.R.S. Employer
Title of each class | Trading
| Name of each exchange
| ||
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 | CCAC | The New York Stock Exchange | ||
Warrants, each exercisable for one share of Class A | CCAC WS | The New York Stock Exchange |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
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Item 3. | 20 | |||||||||
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September 30, 2020 | December 31, 2019 | |||||||
(unaudited) | ||||||||
Assets: | ||||||||
Cash | $ | 1,144,302 | $ | 300,000 | ||||
Prepaid expense | 51,462 | — | ||||||
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Total current assets | 1,195,764 | 300,000 | ||||||
Deferred offering costs | — | 87,885 | ||||||
Investments held in Trust Account | 277,838,872 | — | ||||||
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Total assets | $ | 279,034,636 | $ | 387,885 | ||||
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Liabilities and Shareholders’ Equity: | ||||||||
Accounts payable and accrued expense | $ | 75,897 | $ | — | ||||
Due to related parties | 25,931 | 85,851 | ||||||
Advance from Sponsor | — | 300,000 | ||||||
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Total current liabilities | 101,828 | 385,851 | ||||||
Deferred underwriting commissions | 9,660,000 | — | ||||||
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Total liabilities | 9,761,828 | 385,851 | ||||||
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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 | ) | |||||
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Total shareholders’ equity | 5,000,002 | 2,034 | ||||||
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Total liabilities and shareholders’ equity | $ | 279,034,636 | $ | 387,885 | ||||
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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 | ||||
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 |
(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 | ||||
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Loss from operations | (168,293 | ) | (382,038 | ) | ||||
Other Income: | ||||||||
Interest income and realized gain from sale of treasury securities | 7,004 | 1,838,872 | ||||||
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Net (loss) income | $ | (161,289 | ) | $ | 1,456,834 | |||
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Weighted average shares outstanding of Class A ordinary shares, basic and diluted | 27,600,000 | 27,600,000 | ||||||
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Basic and diluted net income per ordinary share, Class A | $ | 0.00 | $ | 0.07 | ||||
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Weighted average shares outstanding of Class B ordinary shares, basic and diluted | 6,900,000 | 6,900,000 | ||||||
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Basic and diluted net loss per ordinary share, Class B | $ | (0.02 | ) | $ | (0.06 | ) | ||
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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 | |||||||||||||||
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 | |||||||||||||||||||||
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Balance as of March 31, 2020 (Unaudited) | 1,146,479 | $ | 115 | 6,900,000 | $ | 690 | $ | 3,308,081 | $ | 1,691,119 | $ | 5,000,005 | ||||||||||||||||
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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 | ) | |||||||||||||||||||
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Balance as of June 30, 2020 (Unaudited) | 1,156,590 | $ | 116 | 6,900,000 | $ | 690 | $ | 3,404,038 | $ | 1,595,157 | $ | 5,000,001 | ||||||||||||||||
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Change in Class A ordinary shares subject to possible redemption | 16,129 | 2 | — | — | 161,288 | — | 161,290 | |||||||||||||||||||||
Net loss | — | — | — | — | — | (161,289 | ) | (161,289 | ) | |||||||||||||||||||
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Balance as of September 30, 2020 (Unaudited) | 1,172,719 | $ | 118 | 6,900,000 | $ | 690 | $ | 3,565,326 | $ | 1,433,868 | $ | 5,000,002 | ||||||||||||||||
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CASH FLOWS
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 | ||||
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 | ) | ||
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Net cash used in operating activities | (377,523 | ) | ||
Cash Flows from Investing Activities: | ||||
Purchase of investment held in Trust Account | (276,000,000 | ) | ||
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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 | ) | ||
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Net cash provided by financing activities | 277,221,825 | |||
Net Change in Cash | 844,302 | |||
Cash – Beginning | 300,000 | |||
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Cash – Ending | $ | 1,144,302 | ||
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Supplemental Disclosure of Non-cash Financing Activities: | ||||
Deferred underwriting commissions charged to additional paid in capital | $ | 9,660,000 | ||
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Class A ordinary shares subject to possible redemption | $ | 264,272,806 | ||
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See accompanying notes to condensed financial statements.
2021
other income (expense).
Act.
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
Liquidation
The Sponsor, officers
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.
with Quanergy.
Cash2021.
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
sheets respectively.
sheets, other than the derivative warrant liability.
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. |
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
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.
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 | ||||||||||
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 | ||||||||||
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 |
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 | ||||||
fees to professionals such as the auditors, legal counsel and consultants, and insurance expense.
Business Combination with Quanergy.
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
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.
ITEM | 1. LEGAL PROCEEDINGS. |
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.
CITIC CAPITAL ACQUISITION CORP. | ||||||
Date: August 13, | /s/ Fanglu Wang | |||||
Name: | Fanglu Wang | |||||
Title: | Chief Executive Officer and Director | |||||
(Principal Executive Officer) | ||||||
Date: August 13, | /s/ Eric Chan | |||||
Name: | Eric Chan | |||||
Title: | Chief Financial Officer and Director | |||||
(Principal Financial and Accounting Officer) |
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