References in this report to we, us or the Company refer to CITIC Capital Acquisition Corp. References to
our management or our management team refer to our officers and directors, and references to the Sponsor refer to CITIC Capital Acquisition LLC, a Cayman Islands limited liability company. References to our
initial shareholders refer to the holders of Founder Shares.
ITEM 1. BUSINESS.
Introduction
We are a blank check company
incorporated on September 9, 2019 as a Cayman Islands exempted company formed 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 neither engaged in any operations nor generated any revenue to date. Based on our business activities, the Company is a shell company as defined under the Exchange Act of 1934 (the Exchange Act) because we have no
operations and assets consisting almost entirely of cash.
On February 13, 2020, we consummated our initial public offering
(IPO) of 27,600,000 units (the 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 of
the Company, par value $0.0001 per share (the Class A Ordinary Shares), and one-half of one redeemable warrant of the Company (each whole warrant, a Warrant), with each Warrant
entitling the holder thereof to purchase one Class A 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 the Company of $276,000,000.
On November 14, 2019, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs in consideration for
6,900,000 Class B ordinary shares, par value $0.0001 (the Founder Shares). On December 10, 2019, the Sponsor transferred 718,750 Founder Shares to Henri Arif, the Companys 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 the Sponsor held 6,037,500 founder shares and Mr. Arif holds 862,500 founder shares. As of December 31, 2020, the Sponsor held 6,015,500 Founder Shares.
Simultaneously with the closing of the IPO, pursuant to the Private Placement Warrants Purchase Agreement, the Company completed the private
sale of 7,520,000 warrants (the Private Placement Warrants) to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $7,520,000. The Private Placement Warrants are identical
to the Warrants included as part of the Units sold in the IPO, except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by the Company, (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 the Companys 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.
A total of $276,000,000, comprised of
$270,480,000 of the proceeds from the IPO (which amount includes $9,660,000 of the underwriters deferred discount) and $5,520,000 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account at J.P.
Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes and up
to $100,000 of interest to pay dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Companys initial business combination, (ii) the
redemption of any of the Class A Ordinary Shares included in the Units sold in the IPO (the public shares) properly submitted in connection with a shareholder vote to amend the Companys Amended Charter (A) to modify the
substance or timing of the Companys obligation to redeem 100% of the public shares if it does not complete its initial business combination within 24 months from the closing of the IPO or (B) with respect to any other material provisions
relating to shareholders rights or pre-initial business combination activity or (iii) the redemption of the Companys public shares if it is unable to complete its initial business combination
within 24 months from the closing of the IPO, subject to applicable law.
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