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Volume XI, Number 210

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Upcoming/New CFIUS Filing: CITIC Capital Acquisition Corp. and Quanergy Systems, Inc.

Status:  Upcoming/New Filing

Acquirer:  CITIC Capital Acquisition Corp. (Cayman Islands)

Acquired:  Quanergy Systems, Inc. (US)

Value:  US$1.4 billion

Industry:  Autonomous Vehicles; Artificial Intelligence; Internet of Things

On June 22, 2021, Quanergy Systems, Inc., a US “provider of next-generation optical phased array (‘OPA’) technology focused on the automotive and Internet of Things (‘IoT’) markets,” and CITIC Capital Acquisition Corp. (“CCAC”), a publicly traded (NYSE: CCAC) Cayman Islands exempted special company functioning as a blank check company, “announced today that they have entered into a definitive agreement, providing for a business combination that will result in Quanergy becoming a publicly-listed company” through the merger with CITIC Capital Acquisition Corp.”  (Press Release, CITIC Capital Acquisition Corp. Form 8-K, Ex-99.1, Jun. 22, 2021, SEC Filing.)  “Existing Quanergy shareholders are rolling 100% of their equity in this transaction. Pro forma for the transaction, existing Quanergy shareholders will own approximately 72% of the combined company, while CCAC public shareholders will own approximately 20%, with the remaining ownership being comprised of PIPE investors and CCAC founder shares.”  (Id.)  According the press release, “CCAC is sponsored by CITIC Capital Holdings Limited,” a Chinese alternative investment management and advisory company. (Id.)  The parties intend to file a declaration filing with CFIUS and the merger is conditioned on CFIUS Clearance.  (See Sections 8.1(g), 9.1(d), Agreement and Plan of Merger, CITIC Capital Acquisition Corp. Form 8-K, Ex-2.1, Jun. 22, 2021, SEC Filing.)

© Copyright 2021 Squire Patton Boggs (US) LLPNational Law Review, Volume XI, Number 174
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About this Author

Peter C. Alfano III International Trade Attorney Squire Patton Boggs Washington, DC
Senior Associate

Peter Alfano has extensive experience counseling clients on antitrust and national security matters. In the area of national security representations, Peter is a leading practitioner in our International Trade Practice Group focusing on national security investment reviews. In this practice area, Peter is active in representing transacting parties, both US businesses and non-US investors, before the Committee on Foreign Investment in the United States (CFIUS), including negotiating assurance and national security mitigation agreements with CFIUS member agencies. As part...

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