CIIG Capital Partners II, Inc.: M&A transaction — Zapp Electric Vehicles completes SPAC merger, lists on Nasdaq May 1 under ZAPP/ZAPPW

each of F. Peter Cuneo, Gavin Cuneo, Mike Minnick, David Flowers, Kenneth West, Patricia Wilber and Chris Rogers ceased to be a director of Zapp EV.

Following the Closing, the sole director of Zapp EV appointed the following officers: Jeremy North as President and Kiattipong Arttachariya as Secretary.

F. Peter Cuneo resigned as Executive Chairman, Gavin Cuneo resigned as Co-Chief Executive Officer and Mike Minnick resigned as Co-Chief Executive Officer.

F. Peter Cuneo resigned as Executive Chairman, Gavin Cuneo resigned as Co-Chief Executive Officer and Mike Minnick resigned as Co-Chief Executive Officer.

Kiattipong Arttachariya was appointed to serve as the sole director of Zapp EV.

each of F. Peter Cuneo, Gavin Cuneo, Mike Minnick, David Flowers, Kenneth West, Patricia Wilber and Chris Rogers ceased to be a director of Zapp EV.

F. Peter Cuneo resigned as Executive Chairman, Gavin Cuneo resigned as Co-Chief Executive Officer and Mike Minnick resigned as Co-Chief Executive Officer.

each of F. Peter Cuneo, Gavin Cuneo, Mike Minnick, David Flowers, Kenneth West, Patricia Wilber and Chris Rogers ceased to be a director of Zapp EV.

each of F. Peter Cuneo, Gavin Cuneo, Mike Minnick, David Flowers, Kenneth West, Patricia Wilber and Chris Rogers ceased to be a director of Zapp EV.

each of F. Peter Cuneo, Gavin Cuneo, Mike Minnick, David Flowers, Kenneth West, Patricia Wilber and Chris Rogers ceased to be a director of Zapp EV.

each of F. Peter Cuneo, Gavin Cuneo, Mike Minnick, David Flowers, Kenneth West, Patricia Wilber and Chris Rogers ceased to be a director of Zapp EV.

Following the Closing, the sole director of Zapp EV appointed the following officers: Jeremy North as President and Kiattipong Arttachariya as Secretary.

each of F. Peter Cuneo, Gavin Cuneo, Mike Minnick, David Flowers, Kenneth West, Patricia Wilber and Chris Rogers ceased to be a director of Zapp EV.

the amended and restated certificate of incorporation of CIIG II was amended to, among other things, change the name of the surviving corporation to “Zapp Electric Vehicles, Inc.”

On April 28, 2023 (the “Closing Date”), Zapp Electric Vehicles, Inc., formerly known as CIIG Capital Partners II, Inc. (“CIIG II” or “Zapp EV”), a Delaware corporation, consummated its previously disclosed business combination (the “Business Combination”) in accordance with the terms of the Agreement and Plan of Merger, dated as of November 22, 2022

On the Closing Date, Pubco, CIIG II and Continental Stock Transfer & Trust Company, as warrant agent, entered into an Assignment, Assumption and Amendment Agreement, pursuant to which, in connection with the Closing, (i) each warrant of CIIG II that was outstanding immediately prior to the Closing no longer represents a right to acquire shares of CIIG II Common Stock and instead represents the right to acquire the same number of Pubco Ordinary Shares (such warrants, “Pubco Public Warrants”) under the same terms as set forth in the existing warrant agreement, dated September 14, 2021 (the “Existing Warrant Agreement”) with respect to CIIG II’s public and private warrants, which was entered into in connection with CIIG II’s initial public offering and (ii) CIIG II assigned to Pubco all of CIIG II’s right, title and interest in and to the Existing Warrant Agreement and Pubco assumed, and agreed to pay, perform, satisfy and discharge in full, all of CIIG II’s liabilities and obligations un

Also on the Closing Date, Pubco, certain persons and entities holding CIIG II’s Class B Common Stock (the “Original Holders”) and certain shareholders of Zapp (the “New Holders”) entered into a Registration Rights Agreement which provides customary demand and piggyback registration rights.