CIIG Capital Partners II, Inc. (Nasdaq: CIIG)
(“CIIG II”), a U.S. publicly-listed blank check company, and
Zapp Electric Vehicles Limited (“Zapp” or the
“Company”), a UK-based, high-performance two-wheel electric vehicle
company, have entered into a definitive business combination
agreement. Upon closing of the transaction, the combined company,
Zapp Electric Vehicles Group Limited, a Cayman Islands exempted
company, is expected to list its ordinary shares on the Nasdaq
under the ticker symbol “ZAPP”.
Zapp was founded in 2017 by a group of mobility experts with a
vision and commitment to bring high-performance to urban mobility
through original, advanced design with an emphasis on safety,
quality, customer experience and full-cycle sustainability. Zapp’s
first product to enter the market, the i300, has received
widespread acclaim and consumer interest for its embodiment of
these values.
Unlike other urban electric bikes, the i300 is built around an
innovative exoskeleton architecture and is powered by an advanced
British-designed electric motor, which enables it to match the
acceleration of high-performance motorcycles in a step-through
architecture. A lightweight alloy and composite bodywork allow for
a slim total weight of just 108 kg (without battery packs). The
i300’s interior permanent magnet electric motor and carbon fiber
belt drive combine to drive acceleration from 0 to 30 mph (48km/h)
in just 2.3 seconds and from 0 to 60 mph (97km/h) in 5.0
seconds.
The i300 utilizes ultra-portable lithium-ion battery packs
weighing just 6 kg each. The battery packs can be charged from 20%
to 80% via standard 220v/110v wall sockets in under 40 minutes. The
portability of the battery packs makes the i300 easy to charge
anywhere and at any time without reliance on a public charging
network. The i300 is well-positioned to handle the average daily
commute for urban drivers.
Zapp expects to implement a high-quality direct-to-customer
experience called DSDTC (drop-ship-direct-to-customer). Once a
customer places an online order, their selected model will be
processed and conveniently delivered directly to their home by
“Zappers,” who are independent service agents who perform
deliveries in dedicated and purpose-designed plug-in hybrid service
vans. Zappers also provide at-home inspection, service and support
throughout the life of the vehicle. As part of Zapp’s full-stack
e-commerce platform, customers are expected to have access to
highly competitive leasing and insurance solutions.
Zapp also uses a Gen-2 sustainability design approach that
requires fewer components and assembly steps and bodywork made from
composites with green-to-make materials, with substantially all
components being recyclable (or in the case of the battery packs,
refurbished for a second use at end-of-life).
Zapp Investment Highlights
- Large and Growing
~$130bn1 Global P2W
Market: Strong organic and replacement demand for
electrification in largely underpenetrated EV two-wheeler market
provides an attractive opportunity for Zapp.
- Innovator in High-Value EV
“Urban Motorcycle” Category: Zapp is maximizing the
benefits of EV technology through its creation of a new P2W
category enabled by its ground-up design for an original and
all-new vehicle architecture.
- Portable and Powerful
Battery Pack Technology: Zapp’s differentiated approach to
battery packs addresses concerns with range anxiety and charging
networks as its removable light weight battery packs can be charged
via any standard 220v/110v wall sockets.
- Highly Innovative
Exoskeleton Architecture: Zapp’s innovative exoskeleton
architecture lowers weight and creates simplified, efficient and
low-cost assembly.
- Low Capital Requirements
Aiming to Achieve Near-Term Positive Free Cash Flow: Zapp
has strategic partnerships with major Asian contract manufacturer
Summit Group and receivables financing provider EXIM Bank.
- Diversified and Experienced
Management: The management team brings together proven
entrepreneurs and professionals with deep domain expertise and
thought leadership.
“Entering the public markets is an important milestone for Zapp
and one we have been diligently working toward since our founding,”
said Swin Chatsuwan, Founder and Chief Executive Officer of
Zapp. “Combining with CIIG II and becoming a publicly
listed company will enable us to scale our business, increase
production and fulfill demand for electrification in the largely
underpenetrated electric two-wheel market.”
Gavin Cuneo, CIIG II Co-Chief Executive Officer,
added: “The two-wheel category is large, growing and
highly fragmented. As the world quickly moves toward electric
mobility, we expect this segment will be a leader globally. We
believe Zapp’s combination of high design with high performance
will allow them to capture share and take advantage of this
momentum. We look forward to completing our business combination
and working with Zapp’s world-class team to help accelerate their
mission to revolutionize electric mobility.”
Transaction Overview
The combined company will have an estimated fully-diluted
post-transaction enterprise value of $573 million, consisting of an
estimated equity value of $852 million, $274 million in new cash to
the balance sheet (assuming no redemptions by CIIG II public
stockholders), and $5 million in existing cash2.
Cash proceeds raised will consist of CIIG II’s approximately
$294 million cash in trust, net of redemptions. With no minimum
cash condition, the cash in the CIIG II trust account is
anticipated to support the Company’s growth capital needs,
including Zapp’s production, marketing and sales efforts.
It is intended that 100% of existing Zapp shareholders will roll
over their equity and, assuming no redemptions and full rollover,
own approximately 59% of the pro forma equity of the combined
company in connection with the transaction. The business
combination has been approved by the boards of directors of both
Zapp and CIIG II and is expected to close in the first half of
2023, subject to stockholder approvals and other customary closing
conditions.
For a summary of the material terms of the proposed transaction,
as well as a supplemental investor presentation, please see the
Current Report on Form 8-K filed today with the U.S. Securities and
Exchange Commission (the “SEC”). Additional information about the
proposed transaction will be described in CIIG II’s proxy statement
relating to the business combination, which it will file with the
SEC.
Advisors
SPAC Advisory Partners, a division of Kingswood Capital
Partners, is serving as exclusive financial advisor to Zapp
Electric Vehicles. Latham & Watkins LLP is serving as legal
advisor to Zapp Electric Vehicles. Weil Gotshal & Manges LLP,
and Orrick, Herrington & Sutcliffe LLP are serving as legal
advisors to CIIG Capital Partners II. Gateway Group is serving as
Global Investor Relations Advisor and Media Relations for North
America. Influence Mobility is serving as Global Media Relations
for Zapp Electric Vehicles.
Further Information On The Transaction
For further information on the proposed transaction, please
visit ciigpartners.com or the investor section of zappev.com.
About CIIG Capital Partners II, Inc
CIIG Capital Partners II, Inc. is a blank check company formed
for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses. CIIG II’s units,
Class A common stock and warrants trade on the Nasdaq under the
ticker symbols “CIIGU,” “CIIG,” and “CIIGW” respectively.
About Zapp
Zapp Electric Vehicles Limited is a British company – run by a
team of experts from the mobility industry – on a mission to
redefine the electric two-wheeler segment. Launching its debut
product in June 2022, Zapp created the i300 as an urban electric
high-performance two-wheeler capable of traditional motorcycle
levels of performance in a step-through format, combining ease of
use with exhilaration and fun. The i300 is the first in a suite of
high-performance electric two-wheelers expected to come to market
from Zapp. Zapp is expected to operate a high-quality
direct-to-customer (DTC) experience called DSDTC
(drop-ship-direct-to-customer). Customers ordering the i300 online
will have their bikes conveniently delivered to their home by
“Zappers” who provide at-home inspection, service and support
throughout the vehicle ownership lifecycle.
Investor Relations Contact:Gateway Investor
RelationsCody Slach, Ralf Esper(949) 574-3860zapp@gatewayir.com
North America Media Relations Contact:
Gateway PRZach Kadletz(949) 574-3860zapp@gatewayir.com
Global Media Relations Contact:
InfluenceNick Francis+44 7767615115pr@zappev.com
Forward-Looking Statements
This document contains certain forward-looking statements within
the meaning of U.S. federal securities laws with respect to the
proposed 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 document, 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 and the
potential failure to obtain an extension of the business
combination deadline if sought by CIIG II, (iii) the failure to
satisfy the conditions to the consummation of the transaction,
including the adoption of the business combination agreement by the
stockholders of CIIG II, (iv) the lack of a third party valuation
in determining whether or not to pursue the proposed Business
Combination, (v) the occurrence of any event, change or other
circumstance that could give rise to the termination of the
business combination agreement, (vi) the effect of the announcement
or pendency of the transaction on Zapp’s business relationships,
performance, and business generally, (vii) 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, (viii) 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, (ix) the ability of PubCo, CIIG II or a
successor thereto to maintain the listing of its securities on The
Nasdaq Stock Market LLC, (x) 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, (xi) the ability to implement business plans, forecasts,
and other expectations after the completion of the proposed
Business Combination, and identify and realize additional
opportunities, (xii) the risk of downturns in the highly
competitive electric vehicle industry, (xiii) the ability of Zapp
to build the Zapp brand and consumers’ recognition, acceptance and
adoption of the Zapp brand, (xiv) 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, (xv) 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 (xvi) 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, the proxy statement/prospectus
discussed below, 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 document represent the views of
PubCo and CIIG II and Zapp as of the date of this document.
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 document 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 document 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 document relates to the proposed Business
Combination between CIIG II, Pubco and Zapp. This document 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 intends to
file a registration statement on Form F-4 (as may be amended from
time to time, the “Registration Statement”) including a preliminary
proxy statement of CIIG II and a preliminary prospectus of PubCo,
and after the Registration Statement is declared effective, CIIG II
will mail a definitive proxy statement relating to the Business
Combination to CIIG II’s stockholders. The Registration Statement,
including the proxy statement/prospectus contained therein, when
declared effective by the SEC, will contain 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. CIIG II stockholders and other interested persons are
advised to read, when available, 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.
When available, the definitive proxy statement and other
relevant materials for the Business Combination will be mailed to
CIIG II stockholders as of a record date to be established for
voting on the Business Combination. Stockholders will also be able
to obtain copies of the preliminary proxy statement, the definitive
proxy statement and other documents filed or that will be filed
with the SEC by CIIG II through the website maintained by the SEC
at www.sec.gov, 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 will be set forth in the proxy
statement/prospectus when it is filed with the SEC. You can find
more information about CIIG II’s directors and executive officers
in CIIG II’s final prospectus filed with the SEC on September 14,
2021. 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
when it becomes available. You may obtain free copies of these
documents as described in the preceding section.
No Offer or Solicitation
This document 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 document have
not been reviewed by any regulatory authority in any
jurisdiction.
____________________________1Source: Fortune
Business Insights. TAM figure includes internal combustion engine
vehicles and represent 2022 figures.2 Projected balance as of
February 2023
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