UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 14, 2022 (February 8, 2022)
QUANERGY SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-39222 | 88-0535845 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
433 Lakeside Drive Sunnyvale, California | 94085 | |
(Address of principal executive offices) | (Zip Code) |
(408) 245-9500
(Registrant’s telephone number, including area code)
CITIC Capital Acquisition Corp.
28/F CITIC Tower
1 Tim Mei Avenue
Central, Hong Kong
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading | Name of each exchange | ||
Common Stock, $0.0001 par value per share | QNGY | New York Stock Exchange | ||
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share | QNGY WS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
INTRODUCTORY NOTE
On February 8, 2022, Quanergy Systems, Inc., a Delaware corporation (the “Company”) (f/k/a CITIC Capital Acquisition Corp. (“CCAC”)), filed a Current Report on Form 8-K (the “Original Report”) to report the Closing and related matters under Items 1.01, 2.01, 3.02, 4.01, 5.01, 5.02, 5.06 and 9.01 of Form 8-K. Due to the large number of events to be reported under the specified items of Form 8-K, this Amendment No. 1 to Form 8-K (this “Amendment No. 1”) is being filed to amend the Original Report to include additional matters related to the Business Combination under Items 3.03, 5.03, 5.05, 7.01 and 9.01 of Form 8-K.
Capitalized terms used herein by not defined herein have the meanings given to such terms in the Original Report.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 of this Amendment No. 1 is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Special Meeting, the Company’s stockholders voted and approved, among other things, Proposal No. 3 - Organizational Documents Proposal (“Proposal No. 3”), Proposal No. 4 - Advisory Organizational Documents Proposal A (“Proposal No. 4A”), Advisory Organizational Documents Proposal B (“Proposal No. 4B”), Advisory Organizational Documents Proposal C (“Proposal No. 4C”), Advisory Organizational Documents Proposal D (“Proposal No. 4D”), Advisory Organizational Documents Proposal E (“Proposal No. 4E”), Advisory Organizational Documents Proposal F (“Proposal No. 4F”) and Advisory Organizational Documents Proposal G (“Proposal No. 4G”), each of which is described in greater detail in the Proxy Statement/Prospectus.
The Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”), which became effective upon filing with the Secretary of State of the State of Delaware on February 7, 2022 includes the amendments proposed by Proposal No. 3, Proposal No. 4A, Proposal No. 4B, Proposal No. 4C, Proposal No. 4D, Proposal No. 4E, Proposal No. 4F and Proposal No. 4G. On June 21, 2021, the board of directors of CCAC approved and adopted the Amended and Restated Bylaws (the “Bylaws”), which became effective as of the Effective Time.
Copies of the Certificate of Incorporation and the Bylaws are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.
The description of the Certificate of Incorporation and the general effect of the Certificate of Incorporation and the Bylaws upon the rights of holders of the Company’s capital stock are included in the Proxy Statement/Prospectus under the sections entitled “Description of Quanergy Pubco Securities” and “Comparison of Corporate Governance and Shareholder Rights” beginning on page 328 and page 325 of the Proxy Statement/Prospectus, respectively, which are incorporated herein by reference.
Item 5.05. Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
In connection with the Business Combination, on February 8, 2022, the Board approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company. A copy of the Code of Business Conduct and Ethics can be found in the Investors section of the Company’s website at https://quanergy.com/about/investors/.
Item 7.01. Regulation FD.
On February 8, 2022, the Company issued a press release announcing the closing of the Business Combination. A copy of the press release is filed hereto as Exhibit 99.2 and incorporated by reference herein.
The information in this Item 7.01, including Exhibit 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings. This Amendment No. 1 will not be deemed an admission as to the materiality of any information contained in this Item 7.01, including Exhibit 99.2.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
† | Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant hereby agrees to furnish a copy of any omitted exhibits and schedules to the SEC upon its request. |
+ | Indicates a management contract or compensatory plan. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 14, 2022
QUANERGY SYSTEMS, INC. | ||
By: | /s/ Patrick Archambault | |
Patrick Archambault | ||
Chief Financial Officer |