--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-128099" form_type: "8-K" ticker: null cik: "0001841338" company_name: "CIIG Capital Partners II, Inc." filed_at: "2023-05-01T23:59:59+00:00" generated_at: "2026-06-16T05:19:55.091621+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.7 calibrated_materiality_score: 0.7 confidence: "high" source: SEC EDGAR --- # Zapp Electric Vehicles completes SPAC merger, lists on Nasdaq May 1 under ZAPP/ZAPPW ## Summary - Business combination between CIIG II and Zapp closed; 22,058,216 shares redeemed by stockholders. - Zapp ordinary shares and warrants to trade on Nasdaq under ZAPP and ZAPPW from May 1, 2023. - All prior CIIG II directors and officers resigned; Kiattipong Arttachariya appointed sole director, Jeremy North as President. - Zapp is a UK-based electric two-wheeler company; debut product i300 is a high-performance urban EV. - Business combination approved by CIIG II stockholders on April 14, 2023. ## SEC filing metadata - accession: 0001193125-23-128099 - form_type: 8-K - cik: 0001841338 - company_name: CIIG Capital Partners II, Inc. - filed_at: 2023-05-01T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.7 - calibrated_materiality_score: 0.7 - confidence: high - sec_items: 1.01, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1841338/000119312523128099/0001193125-23-128099-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1841338/000119312523128099/d479954d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-128099 - JSON: https://secwatch.observer/filing/0001193125-23-128099.json - Plain text: https://secwatch.observer/filing/0001193125-23-128099.txt ## Key facts - Executive change Chris Rogers departed as Director at CIIG Capital Partners II, Inc.. - Action: ceased to be a director - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1841338/000119312523128099/0001193125-23-128099-index.htm - Executive change Jeremy North was appointed as President at CIIG Capital Partners II, Inc.. - Action: appointed - Role: President source text: Following the Closing, the sole director of Zapp EV appointed the following officers: Jeremy North as President and Kiattipong Arttachariya as Secretary. evidence_url: https://www.sec.gov/Archives/edgar/data/1841338/000119312523128099/0001193125-23-128099-index.htm - Executive change Mike Minnick resigned as Co-Chief Executive Officer at CIIG Capital Partners II, Inc.. - Action: resigned - Role: Co-Chief Executive Officer source text: F. Peter Cuneo resigned as Executive Chairman, Gavin Cuneo resigned as Co-Chief Executive Officer and Mike Minnick resigned as Co-Chief Executive Officer. evidence_url: https://www.sec.gov/Archives/edgar/data/1841338/000119312523128099/0001193125-23-128099-index.htm - Executive change Gavin Cuneo resigned as Co-Chief Executive Officer at CIIG Capital Partners II, Inc.. - Action: resigned - Role: Co-Chief Executive Officer source text: F. Peter Cuneo resigned as Executive Chairman, Gavin Cuneo resigned as Co-Chief Executive Officer and Mike Minnick resigned as Co-Chief Executive Officer. evidence_url: https://www.sec.gov/Archives/edgar/data/1841338/000119312523128099/0001193125-23-128099-index.htm - Executive change Kiattipong Arttachariya was appointed as Director at CIIG Capital Partners II, Inc.. - Action: appointed - Role: Director source text: Kiattipong Arttachariya was appointed to serve as the sole director of Zapp EV. evidence_url: https://www.sec.gov/Archives/edgar/data/1841338/000119312523128099/0001193125-23-128099-index.htm - Executive change Mike Minnick departed as Director at CIIG Capital Partners II, Inc.. - Action: ceased to be a director - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1841338/000119312523128099/0001193125-23-128099-index.htm - Executive change F. Peter Cuneo resigned as Executive Chairman at CIIG Capital Partners II, Inc.. - Action: resigned - Role: Executive Chairman source text: F. Peter Cuneo resigned as Executive Chairman, Gavin Cuneo resigned as Co-Chief Executive Officer and Mike Minnick resigned as Co-Chief Executive Officer. evidence_url: https://www.sec.gov/Archives/edgar/data/1841338/000119312523128099/0001193125-23-128099-index.htm - Executive change David Flowers departed as Director at CIIG Capital Partners II, Inc.. - Action: ceased to be a director - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1841338/000119312523128099/0001193125-23-128099-index.htm - Executive change F. Peter Cuneo departed as Director at CIIG Capital Partners II, Inc.. - Action: ceased to be a director - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1841338/000119312523128099/0001193125-23-128099-index.htm - Executive change Patricia Wilber departed as Director at CIIG Capital Partners II, Inc.. - Action: ceased to be a director - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1841338/000119312523128099/0001193125-23-128099-index.htm - Executive change Gavin Cuneo departed as Director at CIIG Capital Partners II, Inc.. - Action: ceased to be a director - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1841338/000119312523128099/0001193125-23-128099-index.htm - Executive change Kiattipong Arttachariya was appointed as Secretary at CIIG Capital Partners II, Inc.. - Action: appointed - Role: Secretary source text: Following the Closing, the sole director of Zapp EV appointed the following officers: Jeremy North as President and Kiattipong Arttachariya as Secretary. evidence_url: https://www.sec.gov/Archives/edgar/data/1841338/000119312523128099/0001193125-23-128099-index.htm - Executive change Kenneth West departed as Director at CIIG Capital Partners II, Inc.. - Action: ceased to be a director - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1841338/000119312523128099/0001193125-23-128099-index.htm - Governance Changes CIIG Capital Partners II, Inc.: Amended and restated certificate of incorporation to change the name of the surviving corporation to Zapp Electric Vehicles, Inc. - Change: charter amendment source text: 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.” evidence_url: https://www.sec.gov/Archives/edgar/data/1841338/000119312523128099/0001193125-23-128099-index.htm - M&A Transactions CIIG Capital Partners II, Inc. underwent a change of control involving Zapp Electric Vehicles Group Limited (Pubco) (closed 2023-04-28). - Action: change of control - Counterparty: Zapp Electric Vehicles Group Limited (Pubco) - Closing: 2023-04-28 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1841338/000119312523128099/0001193125-23-128099-index.htm - Material Agreements CIIG Capital Partners II, Inc. entered into Assignment, Assumption and Amendment Agreement with Continental Stock Transfer & Trust Company valued at Assignment and assumption of warrant agreement; warrants converted to Pubco warrants (effective 2023-04-28). - Action: entry - Counterparty: Continental Stock Transfer & Trust Company - Value: Assignment and assumption of warrant agreement; warrants converted to Pubco warrants - Effective: 2023-04-28 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1841338/000119312523128099/0001193125-23-128099-index.htm - Material Agreements CIIG Capital Partners II, Inc. entered into Registration Rights Agreement with Original Holders and New Holders valued at Customary demand and piggyback registration rights (effective 2023-04-28). - Action: entry - Counterparty: Original Holders and New Holders - Value: Customary demand and piggyback registration rights - Effective: 2023-04-28 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1841338/000119312523128099/0001193125-23-128099-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.