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 its
previously announced business combination (the “Business
Combination”) with
Zapp Electric Vehicles Limited
(“Zapp” or the “Company”), a private company limited by shares
registered in England and Wales and a UK-based, high-performance
two-wheel electric vehicle company. The combined company, Zapp
Electric Vehicles Group Limited (“Pubco”), a Cayman Islands
exempted company, will commence trading of its ordinary shares and
warrants on the Nasdaq Stock Market under the ticker symbols “ZAPP”
and “ZAPPW”, respectively, on May 1, 2023. The Business Combination
was approved by CIIG II stockholders at a special meeting held on
April 14, 2023.
Zapp is a British company on a mission to
redefine the electric two-wheeler segment. Zapp’s debut product,
the i300, is an urban electric high-performance two-wheeler capable
of traditional motorcycle levels of performance in a step-through
format, combining ease of use with exhilaration and fun.
“Since the beginning, a public listing has
always been important to us, and everyone’s effort on this aspect
of our business has made that goal a reality,” said Swin
Chatsuwan, Founder and Chief Executive Officer of Zapp.
“We would like to thank the teams from CIIG II and SPAC Advisory
Partners for their support and cooperation in making this possible.
Our Nasdaq debut also reflects and honors the hard work and
creative minds that have made Zapp one of the leading innovators in
the electric two-wheeler market.”
Gavin Cuneo, CIIG II’s Co-Chief
Executive Officer, commented, “We are excited to close our
business combination with Zapp, which will help to scale the
Company’s business plan. As the highly fragmented electric
two-wheeler category continues growing rapidly, we believe Zapp’s
exceptional team and distinctive product design will solidify the
Company as a leader in electric two-wheeler mobility.”
AdvisorsSPAC Advisory Partners,
a division of Kingswood Capital Partners, served as exclusive
financial advisor to Zapp. Latham & Watkins LLP served as legal
advisor to Zapp. Weil Gotshal & Manges LLP and Orrick,
Herrington & Sutcliffe LLP served as legal advisors to CIIG II.
Gateway Group served as global investor relations and media
relations advisor for North America. Influence Emobility served as
global media relations advisor.
About CIIG IICIIG Capital Partners II, Inc.
initially was a Delaware special purpose acquisition company formed
for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses. CIIG II’s units,
Class A common stock and warrants previously traded on the Nasdaq
Stock Market under the ticker symbols “CIIGU,” “CIIG,” and “CIIGW”
respectively.
About Zapp Zapp Electric Vehicles Limited is an
electric motorcycle company run by a team of experts from the
mobility industry. The i300 is the first in a suite of
high-performance electric two-wheelers expected to come to market
from Zapp. Zapp plans to offer a high-quality direct-to-customer
experience known as DSDTC (drop-ship-direct-to-customer). Customers
ordering the i300 online will have their bikes conveniently
delivered to their home by “Zappers,” who will provide at-home
inspection, service and support throughout the vehicle ownership
lifecycle.
Investor Relations Contact:
Gateway Investor RelationsCody Slach, Ralf Esper+1 (949)
574-3860zapp@gatewayir.com
North America Media Relations Contact:
Gateway PRZach Kadletz+1
(949) 574-3860zapp@gatewayir.com
Global Media Relations Contact:
Influence EmobilityLisa Palmer+44 (0) 7956
710028pr@zappev.com
Forward-Looking Statements
This document contains certain forward-looking statements within
the meaning of U.S. federal securities laws with respect to the
Business Combination between Zapp, CIIG II and Pubco, including
without limitation statements regarding the benefits of the
transaction, the anticipated growth in the industry in which Zapp
operates, the anticipated growth in demand for Zapp’s products, and
projections of Zapp’s future operating results, financial position
and liquidity. These forward-looking statements generally are
identified by the words “believe,” “project,” “expect,”
“anticipate,” “estimate,” “intend,” “strategy,” “future,” “budget,”
“opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,”
“will continue,” “will likely result,” and similar expressions.
These statements involve risks, uncertainties and other factors
that may cause actual results, levels of activity, performance or
achievements to differ materially from the information expressed or
implied by these forward-looking statements. Forward-looking
statements are not historical facts but rather are predictions,
projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are
subject to risks and uncertainties. Many factors could cause actual
future events to differ materially from the forward-looking
statements in this document, including but not limited to: (i) the
effect of the consummation of the Business Combination on Zapp’s
business relationships, performance, and business generally, (ii)
the outcome of any legal proceedings that may be instituted against
Zapp, CIIG II, Pubco and/or their respective directors or officers
related to the Business Combination, (iii) the potential inability
of Pubco or a successor thereto to maintain the listing of its
securities on the Nasdaq Stock Market, (iv) volatility in the price
of the securities of Pubco or a successor thereto due to a variety
of factors, including changes in the competitive and highly
regulated industries in which Zapp plans to operate, variations in
performance across competitors, changes in laws and regulations
affecting Zapp’s business, (v) changes in the capital structure of
Pubco, (vi) Zapp’s ability to implement business plans, forecasts
and other expectations as well as its ability to identify and
realize additional business opportunities, (vii) the risk of
downturns in the highly competitive electric vehicle industry,
(xiii) the ability of Zapp to build the Zapp brand and consumers’
recognition, acceptance and adoption of the Zapp brand, (ix) the
risk that Zapp may be unable to develop and manufacture electric
vehicles of sufficient quality, on schedule and scale, that would
appeal to a large customer base, (x) the risks associated with
Zapp’s limited operating history, its not having released a
commercially available electric vehicle yet, and its lack of
experience manufacturing and selling a commercial product at scale,
and (xi) the risk that Zapp may not be able to effectively manage
its growth, including its design, research, development and
maintenance capabilities.
The foregoing list of risk factors is not exhaustive.
Forward-looking statements are not guarantees of future
performance. You should carefully consider the foregoing factors
and the other risks and uncertainties described in the “Risk
Factors” section of Pubco’s registration statement on Form F-4 and
other documents filed by Pubco or a successor thereto from time to
time with the U.S. Securities and Exchange Commission. These
filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
The forward-looking statements in this document represent the views
of Pubco as of the date of this document. Subsequent events and
developments may cause these views to change. Readers are cautioned
not to put undue reliance on the forward-looking statements herein,
all of which are qualified by these cautionary statements. Pubco
assumes no obligation and does not intend to update or revise the
forward-looking statements herein, whether as a result of new
information, future events, or otherwise. Pubco does not give any
assurance that the combined company will achieve its expectations.
The inclusion of any statement in this document does not constitute
an admission by Pubco or any other person that the events or
circumstances described in such statement are material.
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