Item 8.01. Other Events.
On April 5, 2023, CIIG Capital Partners II, Inc., a Delaware corporation ("CIIG
II") issued a press release announcing that it intends to adjourn, without
conducting any business, the special meeting of its stockholders (the "Special
Meeting") scheduled to occur at 12:00 p.m., Eastern time, on April 12, 2023, and
to reconvene the Special Meeting at 11:00 a.m., Eastern time, on April 14, 2023.
The Special Meeting is to be held with respect to the adoption and approval of
the definitive merger agreement, dated November 22, 2022, by and among CIIG II,
Zapp Electric Vehicles Limited ("Zapp") and the other parties thereto (the
"Merger Agreement"). The Special Meeting will be held in person at the offices
of Orrick, Herrington & Sutcliffe LLP, located at 51 West 52nd Street, New York,
New York 10019.
In connection with the adjournment of the Special Meeting, CIIG II is extending
the deadline for holders of its shares of Class A common stock to exercise their
right to redeem their shares for their pro rata portion of the funds available
in CIIG II's trust account, or to withdraw any previously delivered demand for
redemption, to 5:00 p.m., Eastern time, on April 12, 2023 (two business days
before the reconvened Special Meeting).
A copy of the press release issued by CIIG II is attached as Exhibit 99.1 and is
incorporated by reference into this Item 8.01.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of U.S. federal securities laws with respect to the proposed
initial business combination (the "Business Combination") between Zapp, CIIG II
and Zapp Electric Vehicles Group Limited ("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 Current Report on 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.
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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 (as may be
amended from time to time, the "Registration Statement"), CIIG II's Annual
Report on Form 10-K and Quarterly Report on Form 10-Q 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 Current
Report on Form 8-K represent the views of Zapp, Pubco and CIIG II as of the date
of this Current Report on 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 Current
Report on 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 Current Report on 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.
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 the Registration
Statement with the SEC 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 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.
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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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Press Release, dated April 5, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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