CITIC Capital Acquisition Corp.

The 34,500,000 shares and the 21,320,000 warrants are CCAC's own IPO securities converting by operation of law in the Domestication, not consideration for anything. The merger line is the 99,315,075, built as 72,160,025 shares issued in the Merger plus 1,024,365 Quanergy option shares outstanding as of September 30, 2021 multiplied by an exchange ratio of 3.9501. The $9.89 is CCAC's own average of high and low prices on the NYSE on July 15, 2021, a date chosen within five business days of the registration statement's first filing and nearly six months before this amendment.

The table registers $1,344,964,291.75 for a fee of $146,735.60 across 34,500,000 shares of common stock and 21,320,000 redeemable warrants at $1.01 — CCAC's own IPO securities converting in the Domestication — plus 99,315,075 shares at $9.89 for the Merger. Because the registered amount does not differ between the two amendments filed that day, what moved is the disclosure and not the size of the offering, and only the later of the two should be read as the current version.

The first two lines are CCAC's own IPO securities converting by operation of law in the Domestication — the public shares and public warrants registered under the earlier Form S-1 — and only the third line is merger consideration: 72,160,025 shares to be issued in the Merger plus shares for 1,024,365 Quanergy options outstanding as of September 30, 2021 under the Merger Agreement as amended on June 28, 2021. Both prices are July 15, 2021 high-low averages on the NYSE, a date the filing describes as within five business days of when this registration statement was first filed.

The Aggregate Merger Consideration is 97,000,000 shares of Quanergy PubCo common stock at a deemed value of $10.00 per share, which the filing states as a fully diluted pre-transaction equity value for Quanergy of $970 million. The PIPE is small against that: 4,000,000 shares at $10.00, an aggregate commitment of up to $40 million. Closing needs at least $175,000,000 of cash in the trust account following the extraordinary general meeting and net tangible assets of no less than $5,000,001. CCAC's public shares closed at $9.99 on the NYSE on December 10, 2021.

Only the third line is new consideration: footnote (7) builds it from 72,464,004 shares to be issued in the Merger plus shares for 1,043,510 Quanergy options outstanding as of July 15, 2021 under the Merger Agreement as amended June 28, 2021. The first two lines are the SPAC's own IPO shares and warrants converting by operation of law in the Domestication, so the total aggregate offering price is not deal size. The $9.89 price is the average of the high and low prices of CCAC Class A shares on the NYSE on July 15, 2021, under Rule 457(f)(1).

Two amendments in, nothing in the fee table has moved — the same 99,406,130 merger shares against 34,500,000 public shares that merely convert, the same 21,320,000 warrants, the same $9.89 and $1.01 prices and the same $146,833.85 fee on a $1,345,864,825.70 aggregate. Whatever these amendments revise lies in the body of the proxy statement/prospectus rather than in the amount being registered or in the shape of the dilution a holder faces.