CIIG Capital Partners II, Inc. (Nasdaq: CIIG) (“CIIG II”) today
announced that the U.S. Securities and Exchange Commission (“SEC”)
has declared effective the registration statement on Form F-4 (File
No. 333-268857) (as amended, the “Registration Statement”) of Zapp
Electric Vehicles Group Limited (“Pubco”), which includes a
definitive proxy statement/prospectus in connection with CIIG II’s
special meeting of stockholders (the “Special Meeting”) to consider
the previously announced proposed business combination (the
“Business Combination”) with Zapp Electric Vehicles Limited
(“Zapp”). Additionally, CIIG II today announced that it has set a
record date of February 13, 2023 (the “Record Date”) and a meeting
date of April 12, 2023 for its Special Meeting.
CIIG II’s stockholders of record at the close of business on the
Record Date are entitled to receive notice of the Special Meeting
and to vote the shares of common stock of CIIG II owned by them at
the Special Meeting. In connection with the Special Meeting, CIIG
II’s stockholders that wish to exercise their redemption rights
must do so no later than 5:00 p.m. ET on April 10, 2023 by
following the procedures specified in the definitive proxy
statement/prospectus for the Special Meeting. There is no
requirement that stockholders affirmatively vote for or against the
Business Combination at the Special Meeting in order to redeem
their shares for cash.
As announced previously, the Business Combination is to be
effected through a newly created holding company, Pubco, and CIIG
II and Zapp will become wholly-owned subsidiaries of Pubco upon the
consummation of the Business Combination. CIIG II’s Class A common
stock is currently traded on Nasdaq under the symbol “CIIG.” In
connection with the closing of the transaction, Pubco ordinary
shares and warrants will be Nasdaq-listed under the new ticker
symbols “ZAPP” and “ZAPPW,” respectively.
The Record Date determines the holders of CIIG II’s common stock
entitled to receive notice of and to vote at the Special Meeting,
and at any adjournment or postponement thereof, whereby
stockholders will be asked to approve and adopt the Business
Combination, and such other proposals as disclosed in the
definitive proxy statement included in the Registration Statement.
If the Business Combination is approved by CIIG II stockholders,
CIIG II anticipates closing the Business Combination shortly after
the Special Meeting, subject to the satisfaction or waiver (as
applicable) of all other closing conditions.
The Special Meeting will take place at 12:00 p.m., Eastern Time,
on April 12, 2023 in person at the offices of Orrick, Herrington
& Sutcliffe LLP, located at 51 West 52nd Street, New York, New
York 10019. CIIG II encourages its stockholders entitled to vote at
the Special Meeting to vote their shares via proxy in advance of
the Special Meeting by following the instructions on the proxy
card.
Stockholders that hold shares in “street name,” which means
shares are held of record by a broker, bank or nominee, should
contact the relevant broker, bank or nominee as soon as possible to
ensure that votes related to such beneficially owned shares are
properly voted.
If any CIIG II stockholder of record at the close of business on
the Record Date has any questions regarding the Special Meeting,
needs assistance voting their shares or does not receive the
definitive proxy statement/prospectus, such stockholder should (i)
confirm the status of his or her definitive proxy
statement/prospectus with his or her broker or (ii) call our proxy
solicitor, Morrow Sodali LLC, at (800) 662-5200, and banks and
brokers may reach Morrow Sodali LLC at (203) 658-9400, or email at
CIIG.info@investor.morrowsodali.com.A list of CIIG II stockholders
entitled to vote at the Special Meeting will be open to the
examination of any CIIG II stockholder, for any purpose germane to
the Special Meeting, during regular business hours for a period of
ten calendar days before the Special Meeting.
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. 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) 574-3860 zapp@gatewayir.com
North America Media Relations Contact:
Gateway PRZach
Kadletz(949) 574-3860 zapp@gatewayir.com
Global Media Relations Contact:
InfluenceNick Francis+44 7767615115pr@zappev.comProxy
Solicitor Contact:
Morrow Sodali LLC(800) 662-5200Banks and brokers can call
collect at (203) 658-9400CIIG.info@investor.morrowsodali.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, (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 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. 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 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.
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