Zapp Electric Vehicles Limited entered into a non-binding letter of intent to acquire CIIG Capital Partners II, Inc. (NasdaqGM:CIIG) from a group of shareholders in a reverse merger transaction on October 4, 2022. Zapp Electric Vehicles Limited entered into a definitive business combination agreement to acquire CIIG Capital Partners II, Inc. (NasdaqGM:CIIG) from a group of shareholders for approximately $500 million in a reverse merger transaction on November 22, 2022. Pursuant to the Merger Agreement, each outstanding share of common stock of CIIG will convert into the right to receive one Pubco Common Share. The consideration to be paid to the shareholders of Zapp, subject to certain adjustments in accordance with the Merger Agreement, will be equal to an aggregate of (i) 50,000,000 Pubco Common Shares plus (ii) a number of Pubco Common Shares equal to the amount of any convertible financing received by the Company in excess of $20,000,000 in the aggregate and actually converted to ordinary common shares of the Company in advance of the closing of the Transaction divided by the effective conversion price. In addition, earn-out of 8.5 million shares outstanding at close to be issued to existing Zapp shareholders. 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. 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”.

The consummation of the Transactions is subject to customary closing conditions for transactions involving special purpose acquisition companies, including, among others: (i) approval of the CIIG II Stockholder Matters by CIIG II’s stockholders, (ii) receipt of required regulatory approvals, to the extent applicable, (iii) no order, statute, rule or regulation enjoining or prohibiting the consummation of the Transactions being in force, (iv) CIIG II having at least $5,000,001 of net tangible assets as of the closing of the Transactions, (v) the Form F-4 having become effective, (vi) the Pubco Common Shares having been approved for listing on NASDAQ, and (vii) customary bring down conditions. The business combination has been unanimously approved by the boards of directors of both Zapp and CIIG II. As of March 20, 2023, CIIG announced that the U.S. Securities and Exchange Commission (“SEC”) has declared effective the registration statement on Form F-4. As of March 20, 2023, the shareholders meeting of CIIG is scheduled on April 12, 2023. The shareholders meeting of CIIG is scheduled on April 14, 2023. As of April 14, 2023, the shareholders of CIIG has approved the transaction. The business combination is expected to close in the first half of 2023.

SPAC Advisory Partners, a division of Kingswood Capital Partners, is serving as exclusive financial advisor to Zapp Electric Vehicles. Sharon Lau, Noah Carr, Sam Newhouse, Sarah Gadd, David Della Rocca, Stuart Beraha and Posit Laohaphan of Latham & Watkins LLP is serving as legal advisor to Zapp Electric Vehicles. Anne M. Cappella, Annemargaret Connolly, Barry Fishley, Devon Bodoh, Jenny Doak, Karen N. Ballack, Trey Muldrow, Thomas D. Goslin, Ivor Gwilliams, Mandy Branch, Damian Petrovic, Briony Pollard, Alfonso J. Dulcey, Thomas Weatherill, Kevin Donegan, Ackneil M. Muldrow III of Weil Gotshal & Manges LLP, and Alice Hsu and Albert W. Vanderlaan of 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. Tilleke & Gibbins and Walkers (Singapore) Limited Liability Partnership acted as legal advisors to Zapp. Weil, Gotshal & Manges LLP acted as due diligence provider to CIIG. Tilleke & Gibbins and SPAC Advisory Partners LLCacted as due diligence providers to Zapp. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent and registrar to CIIG. CIIG II has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the special meeting. CIIG II has agreed to pay Morrow Sodali LLC a fee of $25,000. Upon the closing of the Business Combination, SAP is entitled to receive a transaction fee in the form of cash and 173,000 Pubco Ordinary Shares.

Zapp Electric Vehicles Limited completed the acquisition of CIIG Capital Partners II, Inc. (NasdaqGM:CIIG) from a group of shareholders in a reverse merger transaction on April 28, 2023.