Basic Stats
| CIK | 1841338 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to CIIG Capital Partners II Inc - Class A
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| February 22, 2024 |
CIIG / CIIG Capital Partners II Inc - Class A / Shaolin Capital Management LLC Passive Investment SC 13G/A 1 shaolinciig123123a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* CIIG Capital Partners II, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 12561U109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this St |
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| February 12, 2024 |
SC 13G/A 1 ciiga121224.htm TACONIC CAPITAL ADVISORS LP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CIIG CAPITAL PARTNERS II, INC (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 12561U109 (CUSIP Number) December 31, 2023 (Date of Event which Require |
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| May 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES AND EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-40802 Zapp Electric Vehicles, Inc. (formerly known as CIIG Capital Partn |
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| May 1, 2023 |
EX-10.4 Exhibit 10.4 THIS AMENDED AND RESTATED PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, S |
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| May 1, 2023 |
EX-10.5 Exhibit 10.5 THIS AMENDED AND RESTATED PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, S |
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| May 1, 2023 |
EX-3.1 Exhibit 3.1 CERTIFICATE OF MERGER MERGING ZAPP ELECTRIC VEHICLES, INC. A DELAWARE CORPORATION WITH AND INTO CIIG CAPITAL PARTNERS II, INC. A DELAWARE CORPORATION Pursuant to Title 8, Section 251 of the General Corporation Law of the State of Delaware Pursuant to Title 8, Section 251(c) of the Delaware General Corporation Law (the “DGCL”), the undersigned corporation executed the following C |
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| May 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 25, 2023 Zapp Electric Vehicles, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-40802 86-1477978 (State or Other Jurisdiction of Incorporation) (Commission |
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| May 1, 2023 |
EX-10.1 Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 28, 2023, is made and entered into by and among ZAPP ELECTRIC VEHICLES GROUP LIMITED, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), and the undersigned parties listed on the signature page hereto (each such party |
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| May 1, 2023 |
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT EX-10.2 Exhibit 10.2 ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of April 28, 2023, by and among CIIG Capital Partners II, Inc., a Delaware corporation (the “Company”), Zapp Electric Vehicles Group Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Pubco”), and |
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| May 1, 2023 |
EX-99.1 Exhibit 99.1 CIIG II and Zapp Complete Business Combination Zapp’s ordinary shares and warrants to list on the Nasdaq under the symbols “ZAPP” and “ZAPPW” respectively on May 1, 2023 NEW YORK and LONDON, April 28, 2023 – CIIG Capital Partners II, Inc. (“CIIG II”), a Delaware corporation and a former U.S. publicly-listed special purpose acquisition company, today announced the closing of it |
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| May 1, 2023 |
EX-10.3 Exhibit 10.3 THIS AMENDED AND RESTATED PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, S |
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| April 26, 2023 |
EX-10.1 Exhibit 10.1 Date: April 26, 2023 To: CIIG Capital Partners II, Inc., a Delaware corporation (“CIIG II”) and Zapp Electric Vehicles Group Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Pubco”). Address: 40 West 57th Street, 29th Floor New York, NY 10019 From: [•] (“Seller”) Re: OTC Equity Prepaid Forward Transaction The purpose of th |
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| April 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2023 CIIG CAPITAL PARTNERS II, INC. (Exact name of registrant as specified in its charter) Delaware 001-40802 86-1477978 (State or other jurisdiction of incorporatio |
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| April 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2023 CIIG CAPITAL PARTNERS II, INC. (Exact name of registrant as specified in its charter) Delaware 001-40802 86-1477978 (State or other jurisdiction of incorporatio |
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| April 13, 2023 |
Zapp’s i300 Carbon Wins Prestigious Red Dot Product Design Award 425 Filed by Zapp Electric Vehicles Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: CIIG Capital Partners II, Inc. |
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| April 6, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| April 6, 2023 |
CIIG Capital Partners II, Inc. Announces Intent to Adjourn Special Meeting EX-99.1 Exhibit 99.1 CIIG Capital Partners II, Inc. Announces Intent to Adjourn Special Meeting NEW YORK, April 5, 2023 (GLOBE NEWSWIRE) — 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 |
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| April 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2023 CIIG CAPITAL PARTNERS II, INC. (Exact name of registrant as specified in its charter) Delaware 001-40802 86-1477978 (State or other jurisdiction of incorporation |
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| March 22, 2023 |
ZAPP REVEALS PRODUCTION VERSION OF i300 CARBON LAUNCH EDITION Filed by Zapp Electric Vehicles Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: CIIG Capital Partners II, Inc. |
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| March 20, 2023 |
FORM OF PROMISSORY NOTE Principal Amount: $[ ] Dated as of March [ ], 2023 New York, New York EX-10.1 Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO |
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| March 20, 2023 |
DEFM14A 1 d475906ddefm14a.htm DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
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| March 20, 2023 |
EX-99.3 Exhibit 99.3 CIIG Capital Partners II, Inc. Announces Registration Statement In Connection With Its Proposed Business Combination With Zapp Electric Vehicles Limited Has Been Declared Effective And Sets The Record Date And Meeting Date For The Special Meeting Of Stockholders • Special meeting of stockholders to approve proposed business combination with Zapp Electric Vehicles Limited to be |
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| March 20, 2023 |
EX-99.2 Exhibit 99.2 CIIG Capital Partners II, Inc. Confirms Funding and Extension of Deadline to Complete Initial Business Combination NEW YORK, March 17, 2023 (GLOBE NEWSIRE) – CIIG Capital Partners II, Inc. (Nasdaq: CIIG) (“CIIG II” or the “Company”) today announced that on March 17, 2023, it has timely deposited an additional $2,875,000 (the “Extension Payment”) into the Company’s trust accoun |
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| March 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2023 CIIG CAPITAL PARTNERS II, INC. (Exact name of registrant as specified in its charter) Delaware 001-40802 86-1477978 (State or other jurisdiction of incorporation or org |
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| March 20, 2023 |
EX-99.1 Exhibit 99.1 CIIG Capital Partners II, Inc. Announces Intention of Sponsor to Deposit Funds to Extend Period to Consummate Initial Business Combination NEW YORK, Mar. 14, 2023—(GLOBE NEWSWIRE) – CIIG Capital Partners II, Inc. (Nasdaq: CIIG) (“CIIG II” or the “Company”) today announced that CIIG Management II LLC (the “Sponsor”) has notified the Company of its intention to deposit an aggreg |
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| March 20, 2023 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2023 CIIG CAPITAL PARTNERS II, INC. (Exact name of registrant as specified in its charter) Delaware 001-40802 86-1477978 (State or other jurisdiction of incorporation or |
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| March 16, 2023 |
Filed by Zapp Electric Vehicles Group Limited Filed by Zapp Electric Vehicles Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: CIIG Capital Partners II, Inc. |
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| March 16, 2023 |
425 Filed by Zapp Electric Vehicles Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: CIIG Capital Partners II, Inc. |
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| March 13, 2023 |
Filed by Zapp Electric Vehicles Group Limited 425 Filed by Zapp Electric Vehicles Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: CIIG Capital Partners II, Inc. |
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| March 9, 2023 |
CIIG II and Zapp to Hold Virtual Investor Day on Thursday, March 16, 2023, at 10:00 a.m. ET Filed by Zapp Electric Vehicles Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: CIIG Capital Partners II, Inc. |
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| March 9, 2023 |
425 Filed by Zapp Electric Vehicles Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: CIIG Capital Partners II, Inc. |
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| March 1, 2023 |
ZAPP APPOINTS DAVID STURGEON AS CHIEF FINANCIAL OFFICER DESIGNATE Filed by Zapp Electric Vehicles Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: CIIG Capital Partners II, Inc. |
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| February 14, 2023 |
Convertible Promissory Note, dated December 15, 2022, issued to CIIG Management II LLC.* EX-10.11 2 f10k2022ex10-11ciigcapital2.htm CONVERTIBLE PROMISSORY NOTE, DATED DECEMBER 15, 2022, ISSUED TO CIIG MANAGEMENT II LLC Exhibit 10.11 THIS PROMISSORY NOTE (this “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF T |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40802 CIIG CAPITAL P |
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| February 14, 2023 |
CIIG / CIIG Capital Partners II Inc - Class A / Shaolin Capital Management LLC Passive Investment SC 13G 1 ciig.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* CIIG Capital Partners II, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 12561U109 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the |
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| February 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 CIIG CAPITAL PARTNERS II, INC (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 12561U109 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| February 7, 2023 |
Filed by Zapp Electric Vehicles Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: CIIG Capital Partners II, Inc. |
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| February 2, 2023 |
CIIG / CIIG Capital Partners II Inc - Class A / Magnetar Financial LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CIIG Capital Partners II, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 12561U109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| February 2, 2023 |
EX-99.1 2 tm234504d24ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of CIIG Capital Partners II, Inc. dated as of December 31, 2022 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in a |
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| February 2, 2023 |
EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Manager or |
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| February 2, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CIIG Capital Partners II, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 12561U109 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate th |
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| February 2, 2023 |
ZAPP APPOINTS NEW HEAD OF AFTERSALES EUROPE TO IMPLEMENT ‘DROP SHIP DIRECT TO CUSTOMER’ STRATEGY 425 Filed by Zapp Electric Vehicles Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: CIIG Capital Partners II, Inc. |
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| January 30, 2023 |
ZAPP CELEBRATES SUCCESS AT E-MOBILITY AWARDS Filed by Zapp Electric Vehicles Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: CIIG Capital Partners II, Inc. |
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| January 18, 2023 |
ZAPP EXPANDS INTERNATIONAL FOOTPRINT WITH NEW DESIGN AND TECHNOLOGY CAMPUS IN BANGKOK, THAILAND Filed by Zapp Electric Vehicles Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: CIIG Capital Partners II, Inc. |
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| December 19, 2022 |
Filed by Zapp Electric Vehicles Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: CIIG Capital Partners II, Inc. |
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| November 25, 2022 |
Filed by Zapp Electric Vehicles Group Limited 425 1 d401640d425.htm 425 Filed by Zapp Electric Vehicles Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: CIIG Capital Partners II, Inc. Commission File No.: 001-40802 Electric motorbike maker Zapp Electric Vehicles to go public via SPAC TechCrunch Rebecc |
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| November 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 22, 2022 CIIG CAPITAL PARTNERS II, INC. (Exact name of registrant as specified in its charter) Delaware 001-40802 86-1477978 (State or other jurisdiction of incorporation) (C |
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| November 22, 2022 |
Filed by Zapp Electric Vehicles Group Limited Filed by Zapp Electric Vehicles Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: CIIG Capital Partners II, Inc. |
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| November 22, 2022 |
EX-99.2 Exhibit 99.2 Investor Presentation November 2022 Disclaimer THIS PRESENTATION AND ITS CONTENTS ARE CONFIDENTIAL AND ARE NOT FOR RELEASE, REPRODUCTION, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO ANY OTHER PERSON OR IN OR INTO OR FROM THE UNITED STATES OF AMERICA (EXCEPT TO QUALIFIED INSTITUTIONAL INVESTORS AS DEFINED BELOW), AUSTRALIA, CANADA, JAPAN, SOUTH |
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| November 22, 2022 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among CIIG CAPITAL PARTNERS II, INC. ZAPP ELECTRIC VEHICLES LIMITED, ZAPP ELECTRIC VEHICLES GROUP LIMITED, and ZAPP ELECTRIC VEHICLES, INC. dated as of November 22, 2022 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 2 Section 1.01 Definitions 2 Section 1.02 Construction 13 Section 1.03 Knowledge 14 Section 1.04 Equitable Adjustments 14 |
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| November 22, 2022 |
425 1 d387438d425.htm 425 Filed by Zapp Electric Vehicles Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: CIIG Capital Partners II, Inc. Commission File No.: 001-40802 Zapp, a High Performance Two-Wheel Electric Vehicle Company, to Become Publicly Traded |
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| November 22, 2022 |
Filed by Zapp Electric Vehicles Group Limited Pursuant to Rule 425 under the Securities Act of1933, as amended, and deemed filed pursuant toRule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: CIIG Capital Partners II, Inc. |
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| November 22, 2022 |
Form of Investor Exchange and Support Agreement EX-10.1 Exhibit 10.1 Execution version INVESTOR EXCHANGE AND SUPPORT AGREEMENT This INVESTOR EXCHANGE AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of November , 2022, by and among Zapp Electric Vehicles Group Limited, an exempted company incorporated with limited liability in the Cayman Islands (“PubCo”), Zapp Electric Vehicles Limited, a private company limited by shares registered |
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| November 22, 2022 |
425 1 d366038d425.htm 425 Filed by Zapp Electric Vehicles Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: CIIG Capital Partners II, Inc. Commission File No.: 001-40802 Execution Version November 22, 2022 CIIG Capital Partners II, Inc. 40 West 57th Street |
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| November 22, 2022 |
Filed by Zapp Electric Vehicles Group Limited Filed by Zapp Electric Vehicles Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: CIIG Capital Partners II, Inc. |
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| November 22, 2022 |
Filed by Zapp Electric Vehicles Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: CIIG Capital Partners II, Inc. |
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| November 22, 2022 |
INVESTOR EXCHANGE AND SUPPORT AGREEMENT Filed by Zapp Electric Vehicles Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: CIIG Capital Partners II, Inc. |
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| November 22, 2022 |
EX-10.3 Exhibit 10.3 Execution Version November 22, 2022 CIIG Capital Partners II, Inc. 40 West 57th Street 29th Floor New York, New York 10019 Re: Initial Public Offering and Merger Agreement Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Agreement and Plan of Merger (together with the exhibits and schedules thereto, as amended, supplemented or o |
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| November 22, 2022 |
Form of Management Exchange and Support Agreement EX-10.2 Exhibit 10.2 Execution version MANAGEMENT EXCHANGE AND SUPPORT AGREEMENT This MANAGEMENT EXCHANGE AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of November , 2022, by and among Zapp Electric Vehicles Group Limited, an exempted company incorporated with limited liability in the Cayman Islands (“PubCo”), Zapp Electric Vehicles Limited, a private company limited by shares regist |
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| November 22, 2022 |
EX-99.1 Exhibit 99.1 Zapp, a High Performance Two-Wheel Electric Vehicle Company, to Become Publicly Traded via Business Combination with CIIG Capital Partners II • Zapp’s First Product, the i300 Performance City Bike, with its Carbon Composite Body, Delivers Premium Performance Capabilities to Urban Mobility Riders • Unique Charging Solution with Ultra-Lightweight (6kg) Portable Battery Pack that |
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| November 22, 2022 |
Filed by Zapp Electric Vehicles Group Limited Filed by Zapp Electric Vehicles Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: CIIG Capital Partners II, Inc. |
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| November 22, 2022 |
MANAGEMENT EXCHANGE AND SUPPORT AGREEMENT Filed by Zapp Electric Vehicles Group Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: CIIG Capital Partners II, Inc. |
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| November 22, 2022 |
425 1 d413456d425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 22, 2022 CIIG CAPITAL PARTNERS II, INC. (Exact name of registrant as specified in its charter) Delaware 001-40802 86-1477978 (State or other jurisdi |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40802 CIIG CAP |
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| October 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 7, 2022 CIIG CAPITAL PARTNERS II, INC. (Exact name of registrant as specified in its charter) Delaware 001-40802 86-1477978 (State or other jurisdiction of incorporation) (Com |
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| September 29, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 27, 2022 CIIG CAPITAL PARTNERS II, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-40802 86-1477978 (State or Other Jurisdiction of Incorporation) (Comm |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40802 CIIG CAPITAL |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40802 CIIG CAPITAL PARTNERS |
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| April 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 21, 2022 CIIG Capital Partners II, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40802 86-1477978 (State or other jurisdiction of incorporation) (Comm |
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| March 31, 2022 |
Description of Registered Securities.* Exhibit 4.5 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2021, CIIG Capital Partners II, Inc. (?we,? ?our,? ?us? or the ?Company?) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) its units, consi |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40802 CIIG CAPITAL PART |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 CIIG Capital Partner II, Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 12561U 109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru |
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| February 14, 2022 |
EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of Class A common stock, $0. |
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| January 14, 2022 |
Magnetar Financial LLC - SCHEDULE 13G SC 13G 1 tm222458d10sc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CIIG Capital Partners II, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 12561U109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Ch |
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| December 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CIIG Capital Partners II, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 12561U208** (CUSIP Number) October 1, 2021*** (Date of Event which Requires Filing of this Statement) Check the appropriate b |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40802 CIIG CAPITAL PART |
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| November 2, 2021 |
Exhibit 99.1 CIIG Capital Partners II, Inc. Announces the Separate Trading of its Class A Common Stock and Warrants Commencing November 5, 2021 NEW YORK, NY, November 2, 2021 (GLOBE NEWSWIRE) ? CIIG Capital Partners II, Inc. (NASDAQ: CIIGU) (the ?Company?) today announced that, commencing November 5, 2021, holders of the units sold in the Company?s initial public offering of 28,750,000 units compl |
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| November 2, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 2, 2021 CIIG Capital Partners II, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40802 86-1477978 (State or other jurisdiction of incorporation) (Co |
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| September 27, 2021 |
ADAGE CAPITAL PARTNERS GP, L.L.C. - CIIG CAPITAL PARTNERS II, INC. SC 13G 1 p21-2219sc13g.htm CIIG CAPITAL PARTNERS II, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CIIG Capital Partners II, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 12561U208** (CUSIP Number) September 17, 2021 (Date of Event Which Requires Filing |
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| September 23, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 23, 2021 (September 17, 2021) CIIG Capital Partners II, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40802 86-1477978 (State or other jurisdictio |
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| September 23, 2021 |
The accompanying notes are an integral part of this financial statement. Exhibit 99.1 Index to financial statement Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of September 17, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders CIIG Capital Partners II, Inc. Opinion on the Financial Statement We have audited the accompanying balance sheet of CIIG |
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| September 17, 2021 |
CIIG Capital Partners II, Inc. Announces Pricing of Upsized $250,000,000 Initial Public Offering Exhibit 99.1 CIIG Capital Partners II, Inc. Announces Pricing of Upsized $250,000,000 Initial Public Offering New York, NY, Sept. 14, 2021 (GLOBE NEWSWIRE) - CIIG Capital Partners II, Inc. (?CIIG II?), 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 busines |
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| September 17, 2021 |
Exhibit 10.5 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September 14, 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between CIIG Capital Partners II, Inc., a Delaware corporation (the ?Company?), and CIIG Management II LLC, a Delaware limited liability company (the ?Purchaser?). WHEREAS, th |
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| September 17, 2021 |
CIIG Capital Partners II, Inc. Announces Closing of Upsized $287,500,000 Initial Public Offering Exhibit 99.2 CIIG Capital Partners II, Inc. Announces Closing of Upsized $287,500,000 Initial Public Offering September 17, 2021 | Source: CIIG Capital Partners II, Inc. New York, NY, Sept. 17, 2021 (GLOBE NEWSWIRE) - CIIG Capital Partners II, Inc. (?CIIG II?), a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganizat |
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| September 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 17, 2021 (September 14, 2021) CIIG Capital Partners II, Inc. (Exact name of registrant as specified in its charter) Delaware 001- 40802 86-1477978 (State or other jurisdicti |
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| September 17, 2021 |
Amended and Restated Certificate of Incorporation. (4) Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CIIG CAPITAL PARTNERS II, INC. September 14, 2021 CIIG Capital Partners II, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?CIIG Capital Partners II, Inc.? The original certificate of incorporation of the Corpora |
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| September 17, 2021 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of September 14, 2021, is made and entered into by and among CIIG Capital Partners II, Inc., a Delaware corporation (the ?Company?), CIIG Management II LLC, a Delaware limited liability company (the ?Sponsor?) and the undersigned parties listed under Holder on the signature page hereto (each |
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| September 17, 2021 |
Exhibit 1.1 CIIG CAPITAL PARTNERS II, INC. 25,000,000 Units ($10.00 per Unit) UNDERWRITING AGREEMENT September 14, 2021 Underwriting Agreement September 14, 2021 UBS Securities LLC Barclays Capital Inc. As Managing Underwriters c/o UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: CIIG |
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| September 17, 2021 |
Exhibit 10.4 CIIG Capital Partners II, Inc. 40 West 57th Street, 29th Floor New York, New York 10019 September 14, 2021 CIIG Management II LLC 40 West 57th Street, 29th Floor New York, New York 10019 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between CIIG Capital Partners II, Inc. (the ?Company?) and CIIG Management II LLC (the ?Sponsor?), dated as of t |
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| September 17, 2021 |
Exhibit 4.1 WARRANT AGREEMENT between CIIG CAPITAL PARTNERS II, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this ?Agreement?), dated as of September 14, 2021, is by and between CIIG Capital Partners II, Inc., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ?Warrant Agent?, also ref |
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| September 17, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of September 14, 2021 by and between CIIG Capital Partners II, Inc., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 3 |
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| September 17, 2021 |
Exhibit 10.1 September 14, 2021 CIIG Capital Partners II, Inc. 40 West 57th Street 29th Floor New York, New York 10019 Re: Initial Public Offering Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into by and among CIIG Capital Partners II, Inc., a Delaware corporation (the ?Company? |
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| September 16, 2021 |
PROSPECTUS FILED PURSUANT TO RULE 424(B)(4) REGISTRATION NOS. 333-254078 and 333-259529 CIIG Capital Partners II, Inc. $250,000,000 25,000,000 Units CIIG Capital Partners II, Inc. is a newly organized 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 |
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| September 14, 2021 |
As filed on September 14, 2021 with the U.S. Securities and Exchange Commission. S-1MEF 1 ea147411-s1mefciigcapital2.htm REGISTRATION STATEMENT As filed on September 14, 2021 with the U.S. Securities and Exchange Commission. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CIIG Capital Partners II, Inc. (Exact name of registrant as specified in its charter) Delaware 67 |
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| September 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CIIG CAPITAL PARTNERS II, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 86-1477978 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 40 West 57t |
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| September 10, 2021 |
CIIG Capital Partners II, Inc. 40 W 57th Street 29th Floor New York, New York 10019 September 10, 2021 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Mail Stop 3030 Washington, D.C. 20549 Attention: Ronald Alper Re: CIIG Capital Partners II, Inc. Registration Statement on Form S-1 Filed August 26, 2021 File No. 333-254078 Dear Mr. Alper: Pursuant to Rule 461 under the Securit |
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| September 10, 2021 |
UBS Securities LLC 1285 Avenue of the Americas New York, NY 10019 Barclays Capital Inc. |
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| August 26, 2021 |
Form of Amended and Restated Certificate of Incorporation.* Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CIIG CAPITAL PARTNERS II, INC. [ ], 2021 CIIG Capital Partners II, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?CIIG Capital Partners II, Inc.? The original certificate of incorporation of the Corporation was |
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| August 26, 2021 |
Exhibit 10.2 , 2021 CIIG Capital Partners II, Inc. 40 West 57th Street 29th Floor New York, New York 10019 Re: Initial Public Offering Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into by and among CIIG Capital Partners II, Inc., a Delaware corporation (the ?Company?) and UBS Se |
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| August 26, 2021 |
Form of Underwriting Agreement.* EX-1.1 2 fs12021a6ex1-1ciigcapital2.htm FORM OF UNDERWRITING AGREEMENT Exhibit 1.1 CIIG CAPITAL PARTNERS II, INC. 22,500,000 Units ($10.00 per Unit) UNDERWRITING AGREEMENT , 2021 Underwriting Agreement [●], 2021 UBS Securities LLC Barclays Capital Inc. As Managing Underwriters c/o UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 c/o Barclays Capital Inc. 745 Seventh Avenue N |
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| August 26, 2021 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 12561U 208 CIIG CAPITAL PARTNERS II, INC. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) share of Class A common stock, par value $0.0001 per share (?Common |
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| August 26, 2021 |
As filed with the U.S. Securities and Exchange Commission on August 26, 2021. As filed with the U.S. Securities and Exchange Commission on August 26, 2021. Registration No. 333-254078 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 6 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CIIG Capital Partners II, Inc. (Exact name of registrant as specified in its charter) Delaware 6770 86-1477978 (State or Other Jurisdictio |
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| August 26, 2021 |
Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between CIIG Capital Partners II, Inc., a Delaware corporation (the ?Company?), and CIIG Management II LLC, a Delaware limited liability company (the ?Purchaser?). WHEREAS, the Company in |
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| August 26, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.* Exhibit 4.4 WARRANT AGREEMENT between CIIG CAPITAL PARTNERS II, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this ?Agreement?), dated as of , 2021, is by and between CIIG Capital Partners II, Inc., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ?Warrant Agent?, also referred to her |
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| August 26, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of , 2021 by and between CIIG Capital Partners II, Inc., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 333-254078 (t |
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| August 12, 2021 |
Form of Amended and Restated Certificate of Incorporation.* Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CIIG CAPITAL PARTNERS II, INC. , 2021 CIIG Capital Partners II, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?CIIG Capital Partners II, Inc.? The original certificate of incorporation of the Corporation was fil |
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| August 12, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.* Exhibit 4.4 WARRANT AGREEMENT between CIIG CAPITAL PARTNERS II, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this ?Agreement?), dated as of , 2021, is by and between CIIG Capital Partners II, Inc., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ?Warrant Agent?, also referred to her |
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| August 12, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of , 2021 by and between CIIG Capital Partners II, Inc., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 333-254078 (t |
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| August 12, 2021 |
As filed with the U.S. Securities and Exchange Commission on August 12, 2021. As filed with the U.S. Securities and Exchange Commission on August 12, 2021. Registration No. 333-254078 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CIIG Capital Partners II, Inc. (Exact name of registrant as specified in its charter) Delaware 6770 86-1477978 (State or Other Jurisdictio |
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| August 12, 2021 |
Form of Underwriting Agreement.* Exhibit 1.1 CIIG CAPITAL PARTNERS II, INC. 22,500,000 Units ($10.00 per Unit) UNDERWRITING AGREEMENT , 2021 Underwriting Agreement [●], 2021 UBS Securities LLC Barclays Capital Inc. As Managing Underwriters c/o UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: CIIG Capital Partners II, |
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| August 12, 2021 |
Exhibit 10.2 , 2021 CIIG Capital Partners II, Inc. 40 West 57th Street 29th Floor New York, New York 10019 Re: Initial Public Offering Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into by and among CIIG Capital Partners II, Inc., a Delaware corporation (the ?Company?) and UBS Se |
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| August 12, 2021 |
Form of Registration Rights Agreement among the Registrant and certain security holders.* Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of , 2021, is made and entered into by and among CIIG Capital Partners II, Inc., a Delaware corporation (the ?Company?), CIIG Management II LLC, a Delaware limited liability company (the ?Sponsor?) and the undersigned parties listed under Holder on the signature page hereto (each such party, |
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| August 12, 2021 |
Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between CIIG Capital Partners II, Inc., a Delaware corporation (the ?Company?), and CIIG Management II LLC, a Delaware limited liability company (the ?Purchaser?). WHEREAS, the Company in |
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| July 28, 2021 |
Exhibit 10.2 , 2021 CIIG Capital Partners II, Inc. 40 West 57th Street 29th Floor New York, New York 10019 Re: Initial Public Offering Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among CIIG Capital Partners II, Inc., a Delaware corporation (the “Company”) and UBS Se |
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| July 28, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.* Exhibit 4.4 WARRANT AGREEMENT between CIIG CAPITAL PARTNERS II, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between CIIG Capital Partners II, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to her |
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| July 28, 2021 |
EX-10.3 6 fs12021a4ex10-3ciigcapital2.htm FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between CIIG Capital Partners II, Inc., a Delaware corporation (the “Company”), and Contine |
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| July 28, 2021 |
Form of Underwriting Agreement.* Exhibit 1.1 CIIG CAPITAL PARTNERS II, INC. 22,500,000 Units ($10.00 per Unit) UNDERWRITING AGREEMENT , 2021 Underwriting Agreement [●], 2021 UBS Securities LLC Barclays Capital Inc. As Managing Underwriters c/o UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: CIIG Capital Partners II, |
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| July 28, 2021 |
Form of Registration Rights Agreement among the Registrant and certain security holders.* Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among CIIG Capital Partners II, Inc., a Delaware corporation (the “Company”), CIIG Management II LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed under Holder on the signature page hereto (each such party, |
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| July 28, 2021 |
As filed with the U.S. Securities and Exchange Commission on July 28, 2021. As filed with the U.S. Securities and Exchange Commission on July 28, 2021. Registration No. 333-254078 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CIIG Capital Partners II, Inc. (Exact name of registrant as specified in its charter) Delaware 6770 86-1477978 (State or Other Jurisdiction |
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| July 28, 2021 |
EX-10.6 8 fs12021a4ex10-6ciigcapital2.htm FORM OF PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND CIIG MANAGEMENT II LLC Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between CIIG Capital Partners II, Inc., a |
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| July 1, 2021 |
As filed with the U.S. Securities and Exchange Commission on July 1, 2021. S-1/A 1 fs12021a3ciigcapital2.htm AMENDMENT NO. 3 TO FORM S-1 As filed with the U.S. Securities and Exchange Commission on July 1, 2021. Registration No. 333-254078 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CIIG Capital Partners II, Inc. (Exact name of registrant as specified in its ch |
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| July 1, 2021 |
Form of Underwriting Agreement.* Exhibit 1.1 CIIG CAPITAL PARTNERS II, INC. 30,000,000 Units ($10.00 per Unit) UNDERWRITING AGREEMENT [●], 2021 Underwriting Agreement [●], 2021 UBS Securities LLC Barclays Capital Inc. As Managing Underwriters c/o UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: CIIG Capital Partners |
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| July 1, 2021 |
Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between CIIG Capital Partners II, Inc., a Delaware corporation (the ?Company?), and CIIG Management II LLC, a Delaware limited liability company (the ?Purchaser?). WHEREAS, the Company in |
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| July 1, 2021 |
Exhibit 10.2 , 2021 CIIG Capital Partners II, Inc. 40 West 57th Street 29th Floor New York, New York 10019 Re: Initial Public Offering Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among CIIG Capital Partners II, Inc., a Delaware corporation (the “Company”) and UBS Se |
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| July 1, 2021 |
Specimen Class A Common Stock Certificate.** Exhibit 4.2 NUMBER NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 12561U 109 CIIG CAPITAL PARTNERS II, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF CIIG CAPITAL PARTNERS II, INC. (THE ?CORPORATION?) transferable on th |
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| July 1, 2021 |
VIA EDGAR July 1, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Ronald Alper Re: CIIG Capital Partners II, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed May 25, 2021 File No. 333-254078 Dear Mr. Alper: CIIG Capital Partners II, Inc. (the ?Company,? ?we,? ?our? |
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| July 1, 2021 |
EX-4.1 3 fs12021a3ex4-1ciigcapital2.htm SPECIMEN UNIT CERTIFICATE Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 12561U 208 CIIG CAPITAL PARTNERS II, INC. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-THIRD OF ONE REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) |
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| July 1, 2021 |
EX-10.3 9 fs12021a3ex10-3ciigcapital2.htm FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between CIIG Capital Partners II, Inc., a Delaware corporation (the “Company”), and Contine |
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| July 1, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.* Exhibit 4.4 WARRANT AGREEMENT between CIIG CAPITAL PARTNERS II, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this ?Agreement?), dated as of , 2021, is by and between CIIG Capital Partners II, Inc., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ?Warrant Agent?, also referred to her |
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| July 1, 2021 |
Specimen Warrant Certificate.** Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW CIIG CAPITAL PARTNERS II, INC. Incorporated Under the Laws of the State of Delaware CUSIP 12561U 117 Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered holder of warran |
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| July 1, 2021 |
Form of Registration Rights Agreement among the Registrant and certain security holders.* Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of , 2021, is made and entered into by and among CIIG Capital Partners II, Inc., a Delaware corporation (the ?Company?), CIIG Management II LLC, a Delaware limited liability company (the ?Sponsor?) and the undersigned parties listed under Holder on the signature page hereto (each such party, |
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| May 25, 2021 |
As filed with the U.S. Securities and Exchange Commission on May 25, 2021. As filed with the U.S. Securities and Exchange Commission on May 25, 2021. Registration No. 333-254078 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CIIG Capital Partners II, Inc. (Exact name of registrant as specified in its charter) Delaware 6770 86-1477978 (State or Other Jurisdiction o |
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| May 25, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.* Exhibit 4.4 WARRANT AGREEMENT between CIIG CAPITAL PARTNERS II, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between CIIG Capital Partners II, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to her |
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| April 8, 2021 |
As filed with the U.S. Securities and Exchange Commission on April 8, 2021. Registration No. 333-254078 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CIIG Capital Partners II, Inc. (Exact name of registrant as specified in its charter) Delaware 6770 86-1477978 (State or Other Jurisdiction |
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| April 8, 2021 |
Exhibit 99.6 CONSENT OF CHRIS ROGERS CIIG Capital Partners II, Inc. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Reg |
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| April 8, 2021 |
Form of Audit Committee Charter.** Exhibit 99.1 CIIG CAPITAL PARTNERS II, INC. AUDIT COMMITTEE CHARTER 1. STATUS The Audit Committee (the ?Committee?) is a committee of the Board of Directors (the ?Board?) of CIIG Capital Partners II, Inc. (the ?Company?). 2. PURPOSE The Committee is appointed by the Board for the primary purposes of: ? Performing the Board?s oversight responsibilities as they relate to the Company?s accounting pol |
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| April 8, 2021 |
Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between CIIG Capital Partners II, Inc., a Delaware corporation (the “Company”), and CIIG Management II LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the Company in |
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| April 8, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of , 2021 by and between CIIG Capital Partners II, Inc., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 333-254078 (t |
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| April 8, 2021 |
Form of Registration Rights Agreement among the Registrant and certain security holders.** EX-10.4 11 ea139218ex10-4ciigcapital2.htm FORM OF REGISTRATION RIGHTS AGREEMENT AMONG THE REGISTRANT AND CERTAIN SECURITY HOLDERS Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among CIIG Capital Partners II, Inc., a Delaware corporation (the “Company”), CIIG Management II LLC, a Delaware limited |
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| April 8, 2021 |
Form of Underwriting Agreement.** EX-1.1 2 ea139218ex1-1ciigcapital2.htm FORM OF UNDERWRITING AGREEMENT Exhibit 1.1 CIIG CAPITAL PARTNERS II, INC. 30,000,000 Units ($10.00 per Unit) UNDERWRITING AGREEMENT [●], 2021 Underwriting Agreement [●], 2021 UBS Securities LLC Barclays Capital Inc. As Managing Underwriters c/o UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 c/o Barclays Capital Inc. 745 Seventh Avenue |
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| April 8, 2021 |
Exhibit 99.4 CONSENT OF KENNETH P. WEST CIIG Capital Partners II, Inc. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the |
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| April 8, 2021 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 12561U 208 CIIG CAPITAL PARTNERS II, INC. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-FIFTH OF ONE REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.0001 per share (“Commo |
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| April 8, 2021 |
Form of Compensation Committee Charter.** Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF CIIG CAPITAL PARTNERS II, INC. I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of CIIG Capital Partners II, Inc. (the “Company”) shall be to oversee the Company’s compensation and employee benefit plans and practices, including its executi |
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| April 8, 2021 |
Specimen Warrant Certificate.** Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW CIIG CAPITAL PARTNERS II, INC. Incorporated Under the Laws of the State of Delaware CUSIP 12561U 117 Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered holder of warran |
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| April 8, 2021 |
Form of Amended and Restated Certificate of Incorporation.** Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CIIG CAPITAL PARTNERS II, INC. , 2021 CIIG Capital Partners II, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “CIIG Capital Partners II, Inc.” The original certificate of incorporation of the Corporation was fil |
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| April 8, 2021 |
Exhibit 99.3 CONSENT OF DAVID FLOWERS CIIG Capital Partners II, Inc. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Re |
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| April 8, 2021 |
Exhibit 99.5 CONSENT OF KRISTEN M. O’HARA CIIG Capital Partners II, Inc. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in th |
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| April 8, 2021 |
Form of Indemnity Agreement.** EX-10.7 13 ea139218ex10-7ciigcapital2.htm FORM OF INDEMNITY AGREEMENT Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [], 2021, by and between CIIG Capital Partners II, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors |
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| April 8, 2021 |
EX-14.1 15 ea139218ex14-1ciigcapital2.htm FORM OF CODE OF ETHICS Exhibit 14.1 CODE OF ETHICS OF CIIG CAPITAL PARTNERS II, INC. 1. Introduction The Board of Directors (the “Board”) of CIIG Capital Partners II, Inc. (the “Company”) has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees |
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| April 8, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.** EX-4.4 7 ea139218ex4-4ciigcapital2.htm FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 4.4 WARRANT AGREEMENT between CIIG CAPITAL PARTNERS II, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between CIIG Capital Partners II, Inc., a Delaware corporation (the “Company |
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| April 8, 2021 |
EX-10.8 14 ea139218ex10-8ciigcapital2.htm FORM OF ADMINISTRATIVE SERVICES AGREEMENT BETWEEN THE REGISTRANT AND SPONSOR AND CIIG MANAGEMENT II LLC Exhibit 10.8 CIIG Capital Partners II, Inc. 40 West 57th Street, 29th Floor New York, New York 10019 April [ ], 2021 CIIG Management II LLC 40 West 57th Street, 29th Floor New York, New York 10019 Re: Administrative Support Agreement Ladies and Gentlemen |
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| April 8, 2021 |
Specimen Class A Common Stock Certificate.** Exhibit 4.2 NUMBER NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 12561U 109 CIIG CAPITAL PARTNERS II, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF CIIG CAPITAL PARTNERS II, INC. (THE “CORPORATION”) transferable on th |
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| April 8, 2021 |
Exhibit 10.2 , 2021 CIIG Capital Partners II, Inc. 40 West 57th Street 29th Floor New York, New York 10019 Re: Initial Public Offering Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among CIIG Capital Partners II, Inc., a Delaware corporation (the “Company”) and UBS Se |
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| March 10, 2021 |
Promissory Note, dated January 6, 2021, issued to CIIG Management II LLC.** EX-10.1 4 fs12021a1ex10-1ciigmerger2.htm PROMISSORY NOTE, DATED JANUARY 6, 2021, ISSUED TO CIIG MANAGEMENT II LLC Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDE |
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| March 10, 2021 |
EX-3.3 3 fs12021a1ex3-3ciigmerger2.htm BYLAWS Exhibit 3.3 BYLAWS OF CIIG CAPITAL PARTNERS II, INC. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual act |
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| March 10, 2021 |
Exhibit 10.5 CIIG Capital Partners II, Inc. 40 West 57th Street, 29th Floor New York, NY 10019 January 6, 2021 CIIG Management II LLC 40 West 57th Street, 29th Floor New York, NY 10019 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on January 6, 2021 by and between CIIG Management II LLC, a Delaware limited liability company (the “Subsc |
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| March 10, 2021 |
Certificate of Incorporation.** Exhibit 3.1 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “CIIG CAPITAL PARTNERS II, INC.”, FILED IN THIS OFFICE ON THE SIXTH DAY OF JANUARY, A.D. 2021, AT 11:27 O’CLOCK A.M. /s/ Jeffrey W. Bullock Jeffrey W. Bullock, Secretary of State Authenticati |
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| March 10, 2021 |
Power of Attorney (included in signature page).** S-1 1 fs12021a1ciigcappart2.htm REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on March 10, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CIIG Capital Partners II, Inc. (Exact name of registrant as specified in its charter) Delaware 6770 86-147797 |
