Item 1.01 Entry into a Material Definitive Agreement.
On March 15, 2023, CIIG Capital Partners II, Inc. a Delaware corporation ("CIIG
II" or the "Company") issued unsecured convertible promissory notes (the
"Extension Notes") in the principal aggregate amount of $479,166.67 to
affiliates of entities managed by an anchor investor (each a "lender") in
connection with the extension of the date by which the Company has to consummate
a business combination from March 17, 2023 to September 17, 2023 (the
"Extension"). On March 17, 2023, the Company issued an Extension Note in the
principal amount of $2,395,833.33 to the Company's sponsor, CIIG Management II
LLC, a Delaware limited liability company (the "Sponsor" and a "lender") in
connection with the Extension.
The Extension Notes do not bear any interest, and the loans under the Extension
Notes may be converted into private placement warrants (the "Extension Loan
Warrants") at a price of $1.00 per warrant, at the option of the lenders, with
such Extension Loan Warrants having identical terms as the private placement
warrants issued in connection with the private placement that was consummated in
connection with the Company's initial public offering ("IPO"). The Company
issued the Extension Notes in consideration for loans from the lenders to fund
the amount that the Company agreed to deposit into the Company's trust account
established in connection with its IPO (the "Trust Account").
Unless converted at the option of the lenders into Extension Loan Warrants, the
Company must repay the outstanding principal amount of the Extension Notes on
the earlier of: (i) the date on which the initial business combination is
consummated or (ii) the effective date that the Company is wound up. The Company
may repay the principal amount of the Extension Notes out of the proceeds of the
Trust Account, if any, released to the Company.
The foregoing description of the Extension Notes is qualified in its entirety by
reference to the form of Extension Note, a copy of which is attached as Exhibit
10.1 hereto and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference in this Item 2.03.
Item 8.01. Other Events.
On March 14, 2023, the Company issued a press release announcing that its
Sponsor notified the Company of the Sponsor's intention to deposit an aggregate
of $2,875,000 into the Company's trust account, representing $0.10 per public
share, on or prior to March 17, 2023 (the "Deposit"). The Deposit is required to
extend the period of time the Company has to consummate an initial business
combination (the "Business Combination") by a period of six months from
March 17, 2023, the current deadline, to September 17, 2023. The Extension is
permitted under the Company's governing documents. A copy of the press release
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On March 17, 2023, the Company issued a press release announcing that the
Company timely deposited an additional $2,875,000 (the "Extension Payment") into
the Company's trust account for its public stockholders. This deposit enables
the Company to extend the date by which the Company has to complete a Business
Combination from March 17, 2023 to September 17, 2023. The Extension complies
with the Amended and Restated Sponsor Agreement and the definitive Merger
Agreement, both dated November 22, 2022. A copy of the press release is attached
hereto as Exhibit 99.2 and is incorporated herein by reference.
On March 20, 2023, the Company issued a press release announcing that the U.S.
Securities and Exchange Commission ("SEC") has declared effective the
registration statement on Form F-4 (File No. 333-268857) of Zapp Electric
Vehicles Group Limited ("Pubco"), which includes a definitive proxy
statement/prospectus in connection with CIIG
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II's special meeting of stockholders (the "Special Meeting") to consider the
previously announced proposed Business Combination with Zapp Electric Vehicles
Limited ("Zapp"). Additionally, CIIG II announced that it has set a record date
of February 13, 2023 and a meeting date of April 12, 2023 for its Special
Meeting. A copy of the press release is attached hereto as Exhibit 99.3 and is
incorporated herein by reference.
Forward-Looking Statements
This Form 8-K contains certain forward-looking statements within the meaning of
U.S. federal securities laws with respect to the proposed Business Combination
between Zapp, CIIG II and Pubco, including statements regarding the benefits of
the transaction, the anticipated timing of the transaction, the anticipated
growth in the industry in which Zapp operates and anticipated growth in demand
for Zapp's products, projections of Zapp's future financial results and possible
growth opportunities for Zapp. These forward-looking statements generally are
identified by the words "believe," "project," "expect," "anticipate,"
"estimate," "intend," "strategy," "future," "budget," "opportunity," "plan,"
"may," "should," "will," "would," "will be," "will continue," "will likely
result," and similar expressions. These statements involve risks, uncertainties
and other factors that may cause actual results, levels of activity, performance
or achievements to be materially different from the information expressed or
implied by these forward-looking statements. Forward-looking statements are
predictions, projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to differ
materially from the forward-looking statements in this Form 8-K, including but
not limited to: (i) the risk that the transaction may not be completed in a
timely manner or at all, which may adversely affect the price of CIIG II's
securities, (ii) the risk that the transaction may not be completed by CIIG II's
business combination deadline, (iii) the failure to satisfy the conditions to
the consummation of the transaction, including the adoption of the merger
agreement by the stockholders of CIIG II, (iv) the risk that CIIG II may not
have sufficient funds to consummate the Business Combination, (v) the lack of a
third party valuation in determining whether or not to pursue the proposed
Business Combination, (vi) the occurrence of any event, change or other
circumstance that could give rise to the termination of the merger agreement,
(vii) the effect of the announcement or pendency of the transaction on Zapp's
business relationships, performance, and business generally, (viii) risks that
the proposed Business Combination disrupts current plans of Zapp or diverts
management's attention from Zapp's ongoing business operations and potential
difficulties in Zapp's employee retention as a result of the proposed Business
Combination, (ix) the outcome of any legal proceedings that may be instituted
against Zapp, Pubco, CIIG II or their respective directors or officers related
to the proposed Business Combination, (x) the ability of Pubco, CIIG II or a
successor thereto to maintain the listing of its securities on The Nasdaq Stock
Market LLC, (xi) volatility in the price of the securities of Pubco, CIIG II or
a successor thereto due to a variety of factors, including changes in the
competitive and highly regulated industries in which Zapp plans to operate,
variations in performance across competitors, changes in laws and regulations
affecting Zapp's business and changes in the combined capital structure,
(xii) the ability to implement business plans, forecasts, and other expectations
after the completion of the proposed Business Combination, and identify and
realize additional opportunities, (xiii) the risk of downturns in the highly
competitive electric vehicle industry, (xiv) the ability of Zapp to build the
Zapp brand and consumers' recognition, acceptance and adoption of the Zapp
brand, (xv) the risk that Zapp may be unable to develop and manufacture electric
vehicles of sufficient quality and on schedule and scale, that would appeal to a
large customer base, (xvi) the risk that Zapp has a limited operating history,
has not yet released a commercially available electric vehicle and does not have
experience manufacturing or selling a commercial product at scale and (xvii) the
risk that Zapp may not be able to effectively manage its growth, including its
design, research, development and maintenance capabilities.
The foregoing list of factors is not exhaustive. Forward-looking statements are
not guarantees of future performance. You should carefully consider the
foregoing factors and the other risks and uncertainties described in the "Risk
Factors" section of Pubco's registration statement on Form F-4, CIIG II's Annual
Report on Form 10-K and other documents filed by Pubco, CIIG II or a successor
thereto from time to time with the SEC. These filings identify and address other
important risks and uncertainties that could cause actual events and results to
differ materially from those contained in the forward-looking statements. The
forward-looking statements in this Form 8-K represent the views of Zapp, Pubco
and CIIG II as of the date of this Form 8-K. Subsequent events and developments
may cause that view to change. Readers are cautioned not to put undue reliance
on forward-looking statements, and all forward-looking statements in this Form
8-K are qualified by these cautionary statements. Zapp, Pubco and CIIG II assume
no obligation and do not intend to update or revise these forward-looking
statements, whether as a result of new information, future events, or otherwise.
None of Zapp, Pubco nor CIIG II gives any assurance that Zapp, Pubco or CIIG II
will achieve its expectations. The inclusion of any statement in this Form 8-K
does not constitute an admission by Zapp, Pubco or CIIG II or any other person
that the events or circumstances described in such statement are material.
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Additional Information and Where to Find It
This Form 8-K relates to the proposed Business Combination between CIIG II,
Pubco and Zapp. This Form 8-K does not constitute an offer to sell or exchange,
or the solicitation of an offer to buy or exchange, any securities, nor shall
there be any sale of securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities shall be made
except by means of a prospectus meeting the requirements of the Securities Act.
In connection with the Business Combination, Pubco filed a registration
statement on Form F-4 with the SEC (as may be amended from time to time, the
"Registration Statement") on December 16, 2022, which included a preliminary
proxy statement of CIIG II and a preliminary prospectus of Pubco. The SEC
declared the Registration Statement effective on March 17, 2023, and CIIG II has
mailed a definitive proxy statement relating to the Business Combination to CIIG
II's stockholders. The Registration Statement, including the proxy
statement/prospectus contained therein, contains important information about the
Business Combination and the other matters to be voted upon at a meeting of CIIG
II's stockholders to be held to approve the Business Combination (and related
matters). Pubco and CIIG II may also file other documents with the SEC regarding
the Business Combination. Before making any voting decision, CIIG II
stockholders and other interested persons are urged to read the preliminary
proxy statement/prospectus and the amendments thereto and the definitive proxy
statement/prospectus, and other documents filed in connection with the Business
Combination, as these materials will contain important information about Zapp,
Pubco, CIIG II and the Business Combination.
Investors and security holders may obtain free copies of the proxy
statement/prospectus and all other relevant documents filed or that will be
filed with the SEC by CIIG II through the website maintained by the SEC at
www.sec.gov. In addition, the documents filed by CIIG II may be obtained free of
charge from CIIG II's website at https://ciigpartners.com or by written request
to CIIG II at 40 West 57th Street, 29th Floor, New York, New York 10019.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR
DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY
OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Participants in the Solicitation
CIIG II, Pubco and Zapp and their respective directors and officers may be
deemed to be participants in the solicitation of proxies from CIIG II's
stockholders in connection with the proposed Business Combination. Information
regarding the persons who may, under SEC rules, be deemed participants in the
solicitation of CIIG II's stockholders in connection with the proposed
transactions is set forth in the proxy statement/prospectus. You can find more
information about CIIG II's directors and executive officers in CIIG II's Annual
Report on Form 10-K, filed with the SEC on February 14, 2023, and in the proxy
statement/prospectus. Additional information regarding the interests of those
persons and other persons who may be deemed participants in the proposed
Business Combination may be obtained by reading the proxy statement/prospectus
regarding the proposed Business Combination. You may obtain free copies of these
documents as described in the preceding section.
No Offer or Solicitation
This Form 8-K is for informational purposes only and does not constitute an
offer to sell, a solicitation of an offer to buy, or a recommendation to
purchase any security of Pubco, Zapp, CIIG II or any of their respective
affiliates. No such offering of securities shall be made except by means of a
prospectus meeting the requirements of section 10 of the Securities Act, or an
exemption therefrom. The contents of this Form 8-K have not been reviewed by any
regulatory authority in any jurisdiction.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description of Exhibits
10.1 Form of Promissory Note, dated March 15, 2023.
99.1 Press Release, dated March 14, 2023.
99.2 Press Release, dated March 17, 2023.
99.3 Press Release, dated March 20, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
documents).
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