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, announce that Zapp Electric Vehicles Group Limited
(“Pubco”) filed with the Securities and Exchange Commission (“SEC”)
a registration statement on Form F-4 containing a preliminary proxy
statement and prospectus in connection with their proposed business
combination (the “Business Combination”).
CIIG II and Zapp announced on November 22, 2022, a definitive
merger agreement that reflects 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 cash1.
The Business Combination is expected to close in the first half
of 2023, subject to stockholder approvals and other customary
closing conditions.
The Registration Statement on Form F-4 can be obtained without
charge at the SEC’s website at www.sec.gov. For a summary of the
material terms of the Business Combination as well as a description
of Zapp’s business, please refer to the Registration Statement.
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 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
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 merger 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
merger 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, 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 Zapp, Pubco and CIIG II 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 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, 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. 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,
when available, 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 final prospectus
filed with the SEC on September 14, 2021 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 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.
1 Projected balance as of February 2023
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