Item 1.01. Entry into a Material Definitive Agreement.

On April 28, 2023 (the "Closing Date"), Zapp Electric Vehicles, Inc., formerly known as CIIG Capital Partners II, Inc. ("CIIG II" or "Zapp EV"), a Delaware corporation, consummated its previously disclosed business combination (the "Business Combination") in accordance with the terms of the Agreement and Plan of Merger, dated as of November 22, 2022 (the "Merger Agreement"), by and among CIIG II, Zapp Electric Vehicles Limited, a private company limited by shares registered in England and Wales ("Zapp"), Zapp Electric Vehicles Group Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands ("Pubco") and Zapp Electric Vehicles, Inc., a Delaware corporation and direct, wholly owned subsidiary of Pubco (prior to its merger with CIIG II, where CIIG II was the surviving corporation and renamed Zapp Electric Vehicles, Inc., "Merger Sub"). 22,058,216 shares were redeemed in connection with CIIG II's special meeting of stockholders held in connection with the Business Combination. Capitalized terms not otherwise defined in this Current Report on Form 8-K have the meaning set forth in the Merger Agreement.

In connection with the consummation of the Business Combination (the "Closing") contemplated by the Merger Agreement, "CIIG Capital Partners II, Inc." was renamed "Zapp Electric Vehicles, Inc." Also in connection with the Closing, Zapp EV and Zapp became direct wholly-owned subsidiaries of Pubco. The following agreements were entered into among the various parties in connection with the Closing:

New Registration Rights Agreement

On the Closing Date, the Registration Rights Agreement, dated as of September 14, 2021, by and among CIIG II, CIIG Management II LLC, a Delaware limited liability company, and the other parties thereto was terminated pursuant to the Merger Agreement.

Also on the Closing Date, Pubco, certain persons and entities holding CIIG II's Class B Common Stock (the "Original Holders") and certain shareholders of Zapp (the "New Holders") entered into a Registration Rights Agreement which provides customary demand and piggyback registration rights. Pursuant to the Registration Rights Agreement, Pubco agreed that, within 45 calendar days after the Closing Date, it will file with the Securities and Exchange Commission (the "SEC") a registration statement registering the resale of certain ordinary shares of Pubco ("Pubco Ordinary Shares") held by the Original Holders and the New Holders, and Pubco will use its reasonable efforts to have the registration statement declared effective as soon as practicable after the filing thereof, but no later than the 90th calendar day (or 120th calendar day if the SEC notifies Pubco that it will "review" the registration statement) following the Closing Date.

The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.



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. . .

Item 2.01. Completion of Acquisition or Disposition of Assets.

Pursuant to the Merger Agreement, the Investor Exchange and Support Agreement and the Management Exchange and Support Agreement, immediately prior to the Closing Date, the Zapp shareholders sold and transferred their respective ordinary shares of Zapp ("Zapp Ordinary Shares") to Pubco in exchange for Pubco Ordinary Shares (the "Company Exchange").

In addition, immediately prior to the Closing Date, (i) each Zapp option outstanding immediately prior to the Closing Date, whether vested or unvested, was released and cancelled by each holder of Zapp options in exchange for the grant by Pubco of an option to purchase Pubco Ordinary Shares, pursuant to appropriate release, exchange and grant instruments entered into among Zapp, Pubco and the relevant holder of such Zapp options; and (ii) each warrant of Zapp outstanding immediately prior to the Closing Date ceased to be a warrant with respect to Zapp Ordinary Shares and was assumed by Pubco and converted into a warrant to purchase Pubco Ordinary Shares pursuant to the Novation, Assumption and Amendment Agreement.



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Immediately following the Company Exchange, on the terms and subject to the conditions of the Merger Agreement, Merger Sub merged with and into CIIG II (the "Merger"), with CIIG II being the surviving corporation of the Merger and changing its name to Zapp Electric Vehicles, Inc., and each outstanding share of common stock of CIIG II (other than certain excluded shares) converted into the right to receive one Pubco Ordinary Share.

Accordingly, upon the Closing, Zapp EV and Zapp became wholly-owned subsidiaries of Pubco.

The Pubco Ordinary Shares and Pubco Public Warrants will commence trading on Nasdaq under the ticker symbol "ZAPP" and "ZAPPW," respectively on May 1, 2023. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, which is included as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or


           Standard; Transfer of Listing; Material Modification to Rights of
           Security Holders.

On April 28, 2023, in connection with the Closing, CIIG II notified Nasdaq that the Business Combination had become effective and requested that Nasdaq file a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on Form 25 to notify the SEC that CIIG II's common stock, warrants and units were to be delisted and deregistered under Section 12(b) of the Exchange Act. As a result of the Business Combination having become effective, Nasdaq determined to permanently suspend trading of CIIG II's common stock, warrants and units prior to the opening of trading on May 1, 2023. The deregistration will become effective 10 days from the filing of the Form 25, which occurred on April 28, 2023. CIIG II intends to file a Form 15 with the SEC in order to complete the deregistration of CIIG II's securities under the Exchange Act.

Item 3.03. Material Modifications to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the disclosure set forth in Items 1.01 and 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

Item 5.01. Changes in Control of Registrant.

To the extent required by Item 5.01 of Form 8-K, the disclosure set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

In connection with the Closing, each of F. Peter Cuneo, Gavin Cuneo, Mike Minnick, David Flowers, Kenneth West, Patricia Wilber and Chris Rogers ceased to be a director of Zapp EV. Following the Closing, Kiattipong Arttachariya was appointed to serve as the sole director of Zapp EV.



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Also, in connection with Closing, the following officers of Zapp EV resigned their respective positions: F. Peter Cuneo resigned as Executive Chairman, Gavin Cuneo resigned as Co-Chief Executive Officer and Mike Minnick resigned as Co-Chief Executive Officer. Following the Closing, the sole director of Zapp EV appointed the following officers: Jeremy North as President and Kiattipong Arttachariya as Secretary.

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal


           Year.

In connection with the Closing, at the effective time of the Business Combination, the amended and restated certificate of incorporation of CIIG II was amended to, among other things, change the name of the surviving corporation to "Zapp Electric Vehicles, Inc." The certificate of incorporation of the surviving corporation is attached as Exhibit 3.2 hereto and incorporated herein by reference.




Item 8.01 Other Events.

On April 28, 2023, the Company and Pubco issued a joint press release announcing the closing of the Business Combination. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.

Exhibit
  No.                                    Description

 2.1*         Agreement and Plan of Merger, dated as of November 22, 2022, by and
            among CIIG Capital Partners II, Inc., Zapp Electric Vehicles Limited,
            Zapp Electric Vehicles Group Limited, and Zapp Electric Vehicles, Inc.
            (incorporated by reference to Exhibit 2.1 to CIIG II's Current Report
            on Form 8-K filed with the SEC on November 22, 2022).

 3.1          Certificate of Merger merging Zapp Electric Vehicles, Inc. with and
            into CIIG Capital Partners II, Inc.

 3.2          Amended and Restated Certificate of Incorporation of Zapp Electric
            Vehicles, Inc., dated as of April 28, 2023 ((incorporated by reference
            to Exhibit A to Certificate of Merger) incorporated by reference to
            Exhibit 3.1 to Zapp Electric Vehicles, Inc.'s Current Report on
            Form 8-K filed with the SEC on April 28, 2023).

10.1          Registration Rights Agreement, dated April 28, 2023, by and between
            Zapp Electric Vehicles Group Limited, CIIG Management II LLC, and the
            other parties thereto.

10.2          Assignment, Assumption and Amendment Agreement, dated April 28,
            2023, by and among CIIG Capital Partners II, Inc., Zapp Electric
            Vehicles Group Limited and Continental Stock Transfer & Trust Company.


10.3          Form of Amended and Restated BlackRock Extension Promissory Note.

10.4          Form of Amended and Restated Working Capital Promissory Note.

10.5          Amended and Restated Extension Promissory Note, dated April 27,
            2023, by and between CIIG Capital Partners II, Inc. and CIIG
            Management II LLC.

10.6          Form of Forward Purchase Agreement (incorporated by reference to
            Exhibit 10.1 to CIIG II's Current Report on Form 8-K filed with the
            SEC on April 26, 2023).

99.1          Joint Press Release of CIIG Capital Partners II, Inc. and Zapp
            Electric Vehicles Group Limited, dated April 28, 2023.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

* Certain schedules, annexes and exhibits have been omitted pursuant to Item

601(b)(2) of Regulation S-K, but will be furnished supplementally to the SEC


  upon request.



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