CIIG Capital Partners II, Inc. (Nasdaq: CIIG) (“CIIG II” or the
“Company”), announced today that it intends to adjourn, without
conducting any business, the special meeting of its stockholders
(the “Special Meeting”) to be held with respect to the adoption and
approval of the definitive merger agreement (the “Merger
Agreement”), dated November 22, 2022, by and among CIIG II, Zapp
Electric Vehicles Limited (“Zapp”) and the other parties thereto,
which is 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 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, the
Company 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 the Company’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).
Stockholders of record as of February 13, 2023 are entitled to
vote at the Special Meeting. Stockholders who have not yet done so
are encouraged to vote as soon as possible. If any such
stockholders have questions or need assistance in connection with
the Special Meeting, please contact the Company’s proxy solicitor,
Morrow Sodali LLC, by calling (800) 662-5200, or banks and brokers
can call collect at (203) 658-9400, or by emailing
CIIG.info@investor.morrowsodali.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. 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
Proxy 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 press release contains certain forward-looking statements
within the meaning of U.S. federal securities laws with respect to
the proposed Business Combination between CIIG II, Zapp 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 press
release, 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 (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 press release
represent the views of Zapp, Pubco and CIIG II as of the date of
this press release. 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 press release 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 press release 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 press release relates to the proposed Business Combination
between CIIG II, Pubco and Zapp. This press release 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.
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 press release 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 press release have not
been reviewed by any regulatory authority in any jurisdiction.
Grafico Azioni CIIG Capital Partners II (NASDAQ:CIIGW)
Storico
Da Ago 2024 a Set 2024
Grafico Azioni CIIG Capital Partners II (NASDAQ:CIIGW)
Storico
Da Set 2023 a Set 2024