Zapp Electric Vehicles Limited completed the acquisition of CIIG Capital Partners II, Inc. from a group of shareholders in a reverse merger transaction.
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 IIâs 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 (âSECâ) 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.