EX-10.1





 Exhibit 10.1 

[●], 2021 
 Hony Capital Acquisition Corp.

 Suite 06-11, 70/F Two International Finance Centre 

No. 8 Finance Street, Central 
 Hong Kong 

Re: Initial Public Offering 
 Ladies and Gentlemen: 

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the
“Underwriting Agreement”) entered into or proposed to be entered into by and between Hony Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc. and Credit
Suisse Securities (USA) LLC (the “Representatives”), as the representatives of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public
Offering”) of 30,000,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised 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 (each whole warrant, a “Warrant”). Each whole Warrant
entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form
S-1 and a prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined
in paragraph 11 hereof. 
 In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with
the Public Offering and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Hony Capital Acquisition Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and
the other undersigned persons (each, an “Insider” and collectively, the “Insiders”), hereby agrees with the Company as follows: 

1. The Sponsor and each Insider agrees with the Company that if the Company seeks shareholder approval of a proposed Business Combination, then in connection
with such proposed Business Combination, it, he or she shall (i) vote any Shares owned by it, him or her in favor of any proposed Business Combination, including any proposals recommended by the Company’s board of directors in connection
with the Business Combination, and (ii) not redeem any Shares owned by it, him or her in connection with such shareholder approval. 












 2. The Sponsor and each Insider hereby agrees with the Company that in the event that the Company fails to
consummate a Business Combination within twenty-four (24) months from the closing of the Public Offering, or such later period approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and
articles of association as they may be amended from time to time, the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as
reasonably possible but not more than ten (10) business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Class A ordinary shares sold as part of the Units in the Public Offering (the “Offering
Shares”), at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes
payable), divided by the number of then issued and outstanding Offering Shares, which redemption will completely extinguish all Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if
any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the
Company’s obligations under the Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and each Insider agrees to not propose any amendment to the Company’s amended and restated
memorandum and articles of association (a) that would modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Offering
Shares if the Company does not complete its initial Business Combination within 24 months from the closing of the Public Offering, or (b) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides its Public Shareholders with the opportunity to redeem their Offering Shares upon approval of any such amendment at a per share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Offering Shares. 

The Sponsor and each Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies held in
the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it. The Sponsor and each Insider hereby further waives, with respect to any Shares held by it, him or her,
if any, any redemption rights it, he or she may have in connection with (x) the consummation of a Business Combination, including, without limitation, any such rights available in the context of a shareholder vote to approve such Business
Combination or in the context of a tender offer made by the Company to purchase Class A ordinary shares, and (y) a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (a) that would
modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Offering Shares if the Company does not complete its initial Business
Combination within 24 months from the closing of the Public Offering or (b) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity (although
the Sponsor and the Insiders shall be entitled to redemption and liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate a Business Combination within 24 months from the date of the closing of the
Public Offering). 
 3. Notwithstanding the provisions set forth in paragraphs 7(a) and (b) below, during the period commencing on the effective date of
the Underwriting Agreement and ending one hundred and eighty (180) days after such date, the Sponsor and each Insider shall not, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge or otherwise
dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise)), directly or
indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 (“Section 16”) of the Securities Exchange Act of 1934 (as
amended, the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder, with respect to, any Units, Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, Class A
ordinary shares or publicly announce an intention to effect any such transaction; provided, however, that the foregoing does not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to
any current or future director or officer of the company (as long as such current or future director or officer transferee is subject to this Letter Agreement or executes an agreement substantially identical to the terms of this Letter Agreement, as
applicable to directors and officers at the time of such transfer and as long as, to the extent any Section 16 reporting obligation is triggered as a result of such transfer, any related Section 16 filing includes an explanation as to the
nature of the transfer) or any transfer of Founder Shares to a bona fide forward purchaser. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has
agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer. 

 

  
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 4. In the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification
shall not extend to any other equity holders, members or managers of the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all
legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become subject as a result of any claim by (i) any
third party (other than the Company’s independent public accountants) for services rendered or products sold to the Company or (ii) a prospective target business with which the Company has discussed entering into a transaction agreement (a
“Target”); provided, however, that such indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure that such claims by a third party (other than the Company’s independent
public accountants) for services rendered or products sold to the Company or a Target do not reduce the amount of funds in the Trust Account to below (i) $10.00 per Offering Share or (ii) such lesser amount per Offering Share held in the Trust
Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case, net of the amount of interest earned on the property in the Trust Account which may be withdrawn to pay taxes, except as
to any claims by a third party (including a Target) who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the Underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended. In the event that any such executed waiver is deemed to be unenforceable against such third party, the Sponsor shall not be responsible to the extent of any liability for such third
party claims. The Sponsor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within fifteen (15) days following written receipt of notice of the claim to the Sponsor, the
Sponsor notifies the Company in writing that it shall undertake such defense. 

  
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 To the extent that the Underwriters do not exercise their over-allotment option to purchase
up to an additional 4,500,000 Units within forty-five (45) days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees that it shall forfeit, at no cost, a number of Founder Shares in the aggregate
equal to 1,125,000 multiplied by a fraction, (i) the numerator of which is 4,500,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 4,500,000
(the “Over-Allotment Forfeiture”). All references in this Letter Agreement to Founder Shares of the Company being forfeited shall take effect as surrenders for no consideration of such Founder Shares as a matter of Cayman Islands
law. The Over-Allotment Forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding Shares after
the Public Offering. The Initial Shareholders further agree that to the extent that the size of the Public Offering is increased or decreased, the Company will effect a capitalization or share repurchase or redemption or other appropriate mechanism,
as applicable, immediately prior to the consummation of the Public Offering in such amount as to maintain the number of the Founder Shares at 20.0% of the Company’s issued and outstanding Shares upon the consummation of the Public Offering. In
connection with such increase or decrease in the size of the Public Offering, (A) the references to 4,500,000 in the numerator and denominator of the formula in the first sentence of this paragraph shall be changed to a number equal to 15% of
the number of Class A ordinary shares included in the Units issued in the Public Offering and (B) the reference to 1,125,000 in the formula set forth in the immediately preceding sentence shall be adjusted to such number of Founder Shares
that the Sponsor would have to return to the Company in order for the number of Founder Shares to equal 20.0% of the Company’s aggregate issued and outstanding Shares after the Public Offering. 

5. [Reserved.] 
 6. The Sponsor and each Insider hereby agrees and
acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach by such Sponsor or Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 8(a), 8(b), and 10 of this Letter Agreement,
(ii) monetary damages may not be an adequate remedy for such breach, and (iii) the non-breaching party shall be entitled to seek injunctive relief, in addition to any other remedy that such party may
have in law or in equity, in the event of such breach. 
 7. (a) The Sponsor and each Insider agrees that it, he or she shall not Transfer (as defined below)
any Founder Shares (or Class A ordinary shares issuable upon conversion thereof) until the earlier of (A) one year after the completion of the Company’s initial Business Combination and (B) subsequent to the Business Combination,
(x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any
twenty (20) trading days within any thirty- (30-) trading day period commencing at least one hundred and fifty (150) days after the Company’s initial Business Combination or (y) the date
following the completion of the Company’s initial Business Combination on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction 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 (the “Founder Shares Lock-up Period”). 

(b) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants (or Class A ordinary shares
issued or issuable upon the exercise or conversion of the Private Placement Warrants), until thirty (30) days after the completion of a Business Combination (the “Private Placement Warrants
Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”). 

  
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 (c) Notwithstanding the provisions set forth in paragraphs 8(a) and (b), Transfers of the
Founder Shares, Private Placement Warrants and Class A ordinary shares issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder Shares, are permitted (a) to the Company’s directors or
officers, any affiliates or family members of any of the Company’s directors or officers, any direct or indirect members of the Sponsor or any affiliates of the Sponsor; (b) in the case of an individual, by gift to a member of the
individual’s immediate family, or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of
laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the
Company’s Business Combination at prices no greater than the price at which the securities were originally purchased; (f) in the event of the Company’s liquidation prior to the Company’s completion of an initial Business
Combination; (g) by virtue of the laws of its jurisdiction of organization or its organizational documents or operating agreement; and (h) in the event of the Company’s completion of a liquidation, merger, amalgamation, share
exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to the completion of the
Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (e), these permitted transferees (the “Permitted Transferees”) shall enter into a written agreement with the Company
agreeing to be bound by the transfer restrictions in this Agreement. 
 8. The Sponsor and each Insider represents and warrants that it, he or she has never
been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s biographical information furnished to
the Company, if any (including any such information included in the Prospectus), is true and accurate in all respects and does not omit any material information with respect to such Insider’s background. Each Insider’s questionnaire
furnished to the Company, if any, is true and accurate in all respects. Each Insider represents and warrants that: it, he or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; it, he or she has never been convicted of, or pleaded
guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and it, he or she is not currently a defendant in any
such criminal proceeding. 
 9. Except as disclosed in or as expressly contemplated by the Prospectus, or as otherwise contemplated in the proxy statement
related to the Company’s initial Business Combination, neither the Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider, nor any director or officer of the Company, shall receive from the Company any fee, reimbursement,
consulting fee, monies in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effect the consummation of the Company’s initial Business Combination (regardless of the type
of transaction that it is), other than the following, none of which will be made from the proceeds held in the Trust Account prior to the completion of the initial Business Combination: (i) repayment of an aggregate of up to $300,000 in loans
made to the Company by the Sponsor to cover offering-related and organizational expenses, (ii) reimbursement for any out-of-pocket expenses related to identifying,
investigating and consummating an initial Business Combination, (iii) payment of any fees related to compensation of any of the Company’s officers or directors, and (iv) repayment of loans, if any, and on such terms as to be
determined by the Company from time to time, made by the Sponsor, an affiliate of the Sponsor or any of the Company’s officers or directors to finance transaction costs in connection with an intended initial Business Combination, provided,
that, if the Company does not consummate an initial Business Combination, a portion of the working capital held outside the Trust Account may be used by the Company to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into
warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. 

  
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 10. The Sponsor and each Insider has full right and power, without violating any agreement to which it is
bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and,
as applicable, to serve as a director or an officer on the board of directors of the Company and hereby consents to being named in the Prospectus as a director or an officer of the Company. 

11. As used herein, (i) “Business Combination” shall mean a merger, amalgamation, share exchange, asset acquisition, share purchase,
reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Shares” shall mean, collectively, the Class A ordinary shares and the Class B ordinary shares; (iii) “Founder
Shares” shall mean the 8,625,000 Class B ordinary shares, par value $0.001 per share, issued and outstanding immediately prior to the consummation of the Public Offering; (iv) “Initial Shareholders” shall mean the
Sponsor and any Insider that holds Founder Shares; (v) “Private Placement Warrants” shall mean the Warrants to purchase up to 8,000,000 Class A ordinary shares of the Company (or 8,900,000 Class A ordinary shares if the
over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $8,000,000 in the aggregate (or $8,900,000 if the over-allotment option is exercised in full), or $1.00 per Warrant, in a private
placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public Shareholders” shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean
the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (viii) “Transfer” shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate,
pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position
within the meaning of Section 16 with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such
transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b). 

12. This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all
prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be
changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by the Sponsor and each Insider that is the subject of any such change, amendment,
modification or waiver. 
 13. No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the
prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement
shall be binding on the Sponsor and each Insider and their respective successors, heirs and assigns and Permitted Transferees. 

  
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 14. This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or
provision hereof shall not affect the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there
shall be added as a part of this Letter Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable. 

15. This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. The parties hereto (i) all
agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction
and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum. 

16. Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent
by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile or other electronic transmission. 

17. Each party hereto shall not be liable for any breaches or misrepresentations contained in this Letter Agreement by any other party to this Letter Agreement
(including, for the avoidance of doubt, any Insider with respect to any other Insider), and no party shall be liable or responsible for the obligations of another party, including, without limitation, indemnification obligations and notice
obligations. 
 18. This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up
Periods or (ii) the liquidation of the Company; provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed by [•], 2021; provided
further that paragraph 4 of this Letter Agreement shall survive such liquidation. 
 19. This Letter Agreement may be executed in any number of
original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 

  
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	Sincerely,
	
	HONY CAPITAL ACQUISITION SPONSOR LLC
		
	By:	 	
                     


		 	Name:
		 	Title:
	  

	John Zhao
	  

	Bing Yuan
	  

	Qiang Jiang
	  

	James R. Lee


  

			
	Acknowledged and Agreed:
	
	HONY CAPITAL ACQUISITION CORP.
		
	By:	 	
                 

		 	Name:
		 	Title:

 [Signature Page - Letter Agreement (SPAC and Sponsor)]