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CIIG Capital Partners II, Inc. *

CIIG Capital Partners II, Inc. *

Mar 10, 2021 by Kristi Marvin

PROPOSED BUSINESS COMBINATION:  Zapp Electric Vehicles Limited

ENTERPRISE VALUE: $573 million
ANTICIPATED SYMBOL: ZAPP

CIIG Capital Partners II, Inc. proposes to combine with Zapp Electric Vehicles Limited, a UK-based, high-performance two-wheel electric vehicle company.

the i300 is built around an innovative exoskeleton architecture and is powered by an advanced British-designed electric motor, which enables it to match the acceleration of high-performance motorcycles in a step-through architecture. A lightweight alloy and composite bodywork allow for a slim total weight of just 108 kg (without battery packs). The i300’s interior permanent magnet electric motor and carbon fiber belt drive combine to drive acceleration from 0 to 30 mph (48km/h) in just 2.3 seconds and from 0 to 60 mph (97km/h) in 5.0 seconds.

SUBSEQUENT EVENT – 4/26/23 – LINK

  • The SPAC entered into separate Forward Purchase Agreements with each of ACM ARRT I LLC and CFPA Holdings LLC–Zapp RS (together, the “Sellers”) for OTC Equity Prepaid Forward Transactions.
  • The Sellers may, but are not obligated to, purchase up to an aggregate of 10,000,000 shares of Class A common stock before the closing of the Business Combination.
  • The Forward Purchase Agreements provide that the Sellers will be paid directly an aggregate cash amount (the “Prepayment Amount”) equal to (x) the product of (i) the Number of Shares as set forth in each Pricing Date Notice (as defined in the Forward Purchase Agreements) and (ii) the redemption price per share as defined in Section 9.2(a) of CIIG II’s Amended and Restated Certificate of Incorporation (the “Initial Price”) less (y) $2,000,000.

EXTENSION – 3/14/23 – LINK

  • The SPAC extended for an additional six months and deposited $2,875,000 into the trust account.

TRANSACTION

  • The combined company will have an estimated fully-diluted post-transaction enterprise value of $573 million, consisting of an estimated equity value of $852 million, $274 million in newcash to the balance sheet (assuming no redemptions by CIIG II public stockholders), and $5 million in existing cash.
  • Cash proceeds raised will consist of CIIG II’s approximately $294 million cash in trust, net of redemptions.
  • With no minimum cash condition, the cash in the CIIG II trust account is anticipated to support the Company’s growth capital needs, including Zapp’s production, marketing and sales efforts.
  • It is intended that 100% of existing Zapp shareholders will roll over their equity and, assuming no redemptions and full rollover, own approximately 59% of the pro forma equity of the combined company in connection with the transaction.
  • The business combination has been approved by the boards of directors of both Zapp and CIIG II and is expected to close in the first half of 2023, subject to stockholder approvals and other customary closing conditions.

CIIG2 Transaction Overview

SPAC FUNDING

  • The SPAC entered into Forward Purchase Agreements (see Subsequent Event from 4/26/23 for more details).

LOCK-UP

Sponsor:

  • (A) One year after the completion of SPAC’s initial Business Combination or
  • (B) If the last sale price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the consummation of the Company’s initial Business Combination.
  • In the event that the Closing does occur, the Sponsor, the Anchor Investors and each Insider agrees that it shall not Transfer, or knowingly cause any other Person to Transfer, on its behalf, the Pubco Shares that it owns or otherwise has a beneficial interest in or controls as at the time immediately following the Closing and ending:
    • (i) with respect to the Pubco Shares listed on Schedule 1 under the heading “First Release”, upon Pubco issuing its first quarterly earnings release that occurs at least 60 days after the Closing;
    • (ii) with respect to the Pubco Shares listed on Schedule 1 under the heading “Second Release”, upon Pubco issuing its second quarterly earnings release after the Closing; and
    • (iii) with respect to the Pubco Shares listed on Schedule 1 under the heading “Third Release”, upon Pubco issuing its third quarterly earnings release after the Closing;

Company:

  • Company shares will be locked up for a period of 12 months.

SPONSOR EARNOUT

  • Following the Closing of the Transactions, 754,607 of Sponsor’s Pubco Common Shares will be unvested and shall vest as follows:
    • 100% of the Earnout Shares shall vest at such time the closing price of Pubco Common Shares equals or exceeds $14.00 for any 20 trading days during a 30 consecutive trading-day period; provided, that, the Earnout Shares shall be forfeited on the date that is 5 years after the Closing Date if the vesting condition is not met with such forfeited Earnout Shares being transferred to Pubco for the purposes of Pubco equity compensation arrangements.

NOTABLE CONDITIONS TO CLOSING

  • The consummation of the Transactions is subject to customary closing conditions including CIIG II having at least $5,000,001 of net tangible assets as of the closing of the Transactions.

NOTABLE CONDITIONS TO TERMINATION

  • The Merger Agreement may be terminated at any time, but not later than the closing of the Transactions by either CIIG II or the Company if the transactions are not consummated on or before May 1, 2023.

ADVISORS

  • SPAC Advisory Partners, a division of Kingswood Capital Partners, is serving as exclusive financial advisor to Zapp Electric Vehicles.
  • Latham & Watkins LLP is serving as legal advisor to Zapp Electric Vehicles.
  • Weil Gotshal & Manges LLP, and Orrick, Herrington & Sutcliffe LLP are serving as legal advisors to CIIG Capital Partners II.
  • Gateway Group is serving as Global Investor Relations Advisor and Media Relations for North America.
  • Influence Mobility is serving as Global Media Relations for Zapp Electric Vehicles.

MANAGEMENT & BOARD

Executive Officers

Gavin M. Cuneo, 44
Co-Chief Executive Officer and Director

From 2010 to present, Mr. Cuneo has been a partner of Cuneo & Company, a private venture investment company focused on early stage media, entertainment and consumer growth businesses. Since 2019, he has been Chief Operating Officer and director of CIIC. Mr. Cuneo has served and currently serves on the board of a number of private companies. From 2011 to 2018, Mr. Cuneo was the Chief Operating Officer and Chief Financial Officer of Valiant Entertainment LLC. Cuneo & Company initially capitalized the dormant comic book publisher to relaunch the business as an IP-centric multimedia company. Under this new management, Valiant grew into one of the leading print and digital publishers in comics, established a marquee licensing businesses and built a film and television division including a multi-picture partnership with Sony Pictures. Valiant was sold to DMG Entertainment in 2018. From 2005 to 2009, Mr. Cuneo was an investment banker in the consumer industry coverage group at Bank of America Merrill Lynch and its predecessor Merrill Lynch & Co. where he executed debt and equity financings and advised on mergers and acquisitions for leading companies in the consumer and retail industries. From 1998 to 2004, Mr. Cuneo held a number of positions at U.S. Trust Company (now a division of Bank of America), including as an Assistant Vice President in Equity Research, functioning as an equity analyst and associate portfolio manager, and as an Assistant Vice President of corporate strategy. Mr. Cuneo holds an M.B.A. from Tuck School of Business at Dartmouth, graduated with a B.A. in Economics and Business from Lafayette College and is a Chartered Financial Analyst. He is Peter Cuneo’s son. 

Michael Minnick, 55
Co-Chief Executive Officer and Director

Michael Minnick, our Co-Chief Executive Officer and a member of our Board of Directors since inception, is a co-founder and has been a Managing Partner at IIG Holdings since 2014. Since 2019, he has been Chief Investment Officer and director of CIIC. Prior to forming IIG Holdings, he was a co-Founder and Senior Managing Director of Interlink Investment Group, from 2012 to 2014 Mr. Minnick has experience in more than $185 billion in transaction volume, including advisory and debt and equity capital executions at JPMorgan Chase & Co. (NYSE:JPM) and The Royal Bank of Scotland Group plc (NYSE:RBS), or RBS. Mr. Minnick served in various capacities at RBS, from 2004 to 2011, culminating in his service as a Managing Director and Head of Corporate Finance in the Telecom, Media & Technology Group. From 2003 to 2004, Mr. Minnick was the Founder and Chief Executive Officer of Traffic Networks, a startup that developed mobile and online real-time traffic information for the New York Metropolitan markets. From 1996 to 2002, Mr. Minnick served in different positions within Investment Banking at JPMorgan Chase & Co. including the Telecom, Media & Technology Group and the Global Syndicated Finance Group. Prior to joining JPMorgan Chase & Co., Mr. Minnick was an Associate at The Bank of Nova Scotia in the Corporate Finance and Syndications division from 1994 to 1996. Mr. Minnick began his career at AT&T (NYSE:T) where he served in several analyst capacities from 1989 to 1992, including as a Financial Analyst in the Market Analysis & Forecasting Division for Business Communications Services within the Chief Financial Officer division. From 2012 to 2019, he served as a Director of Paystar Inc., a privately-held FinTech company. Mr. Minnick received a M.B.A. from Cornell University and a B.A. from The University of St. Thomas. 

Board of Directors

Peter Cuneo, 77
Executive Chairman

Mr. Cuneo has served as Chairman of the Board at Iconix Brand Group (Nasdaq: ICON), a brand management company and owner of a portfolio of global consumer brands, since January 2019. Since 2019, he has been Chief Executive Officer and Chairman of CIIC. Upon closing of the Arrival transaction, expected in the first quarter of 2021, Mr. Cuneo has been nominated to be added as Non-Executive Chairman to Arrival’s post-closing Board of Directors. Mr. Cuneo previously served as Executive Chairman of Iconix’s Board of Directors from January 2018 to May 2018 and from April 2016 through December 2016. From 2015 to 2018, and while not serving as Executive Chairman, Mr. Cuneo served as Chairman of the Board of Iconix. He also served as Interim Chief Executive Officer of Iconix from May to October 2018 and 2015 until 2016. Mr. Cuneo currently serves as Chairman of BeyondView LLC, a digital twin technology company, since 2017 and as a Director of electroCore, Inc. (Nasdaq: ECOR), a medical technology company, since 2020.Mr. Cuneo has also been the Managing Principal of Cuneo & Company, LLC, a private investment and management company, since 2010. He is a recognized leader in corporate value creation and has reshaped the operations of seven distressed companies in the global media and consumer products sectors in the past 35 years. Business Insider called Mr. Cuneo one of the best turnaround CEOs. From 1999 to 2009, Mr. Cuneo was first President and Chief Executive Officer and then Vice Chairman of the Board of Marvel Entertainment Inc. (NYSE:MVL). His tenure ended with Marvel’s more than $4 billion sale to Disney at the end of 2009. From 1993 to 1996, Mr. Cuneo was President and Chief Executive Officer of Remington Products Company. Previously, Mr. Cuneo has also served as President of the Security Hardware Group of the Black & Decker Corporation (NYSE: SWK), President of Bristol-Myers Squibb Co.’s (NYSE: BMY) Pharmaceutical Group in Canada and President of the Clairol Personal Care Division. Mr. Cuneo’s involvement in non-profit organizations includes currently serving on the board of the National Archives, the board of the National Police Foundation and the board of trustees of Alfred University, where he was previously Chairman. Mr. Cuneo served two tours as a Lieutenant in the U.S. Navy in the Vietnam War. Mr. Cuneo received his M.B.A. from Harvard Business School and a B.S. from Alfred University. He is Gavin Cuneo’s father.

David Flowers, 65
Director

Mr. Flowers is currently the Founder and Chairman of Clean Water Innovations LLC, a wastewater technology company. Since 2019, he has been a director of CIIC. Mr. Flowers has over 40 years of experience in the media industry and in corporate finance and served as a Board Member for several companies including Sirius XM Holdings Inc. (Nasdaq: SIRI) a satellite radio company, from 2010 until the end of 2014, ILG Inc. (Nasdaq:ILG), a provider of professionally delivered vacation experiences, from 2008 until 2018, and Digital Globe Services Ltd., a provider of online customer acquisition solutions for large, consumer-facing organizations, from 2015 until 2016. Until 2017, he was a Board Member of Blinker Inc., an app-based purchase, sale and finance tool for automobile ownership. Before his retirement in 2014, Mr. Flowers served as Senior Vice President and Managing Director of Alternative Investments at Liberty Media as well as other roles at Liberty Media since 1995 including Principal Financial Officer and Treasurer at Liberty Capital Group and Senior Vice President, Treasurer and Principal Financial Officer at Liberty Interactive. During his tenure as an executive officer at Liberty Media, Mr. Flowers was responsible for the financing of all the Liberty Media entities. Prior to Liberty Media, Mr. Flowers worked in the Media and Telecommunications Group in the Investment Banking Division of Toronto Dominion Bank. Mr. Flowers received a B.S.A. from Carleton University in Canada. Mr. Flowers is also a Chartered Financial Analyst.

Kenneth P. West, 63
Director

Since 2019, he has been a director of CIIC. From 2017 until his retirement in June 2019, Mr. West served as Chief Financial Officer of Fareportal Inc., one of the largest online travel technology companies powering a next generation travel concierge service whose brands include CheapOair, OneTravel and Travelong. Mr. West served as Executive Vice President, Chief Financial Officer and Treasurer of Martha Stewart Living Omnimedia (NYSE:MSO) from 2011 to 2015. Mr. West previously served as Executive Vice President and Chief Financial Officer of Marvel Entertainment Inc., (NYSE:MVL) a brand-driven licensing and media company from 2002 to 2010. From 2010 to 2011, he served as an independent consultant to media and entertainment companies. Prior to 2002, Mr. West, a certified public accountant, was Chief Financial Officer of two middle-market, privately held companies, and spent over 15 years with the Stamford, Connecticut office of Ernst & Young LLP, principally in the auditing division. Mr. West received a B.S from Carnegie Mellon University.

Kristen M. O’Hara, 50
Director

Ms. O’Hara is a strategic marketing professional who has worked for several global enterprises in the media industry. Since 2020, Ms. O’Hara has served as Senior Vice President and Chief Business Officer of Hearst Magazines. Ms. O’Hara served as VP Business Solutions of Snap Inc. (NYSE: SNAP) from September 2018 to October 2018, and prior to that, served as Chief Marketing Officer, Global Media for Time Warner Inc. (now Warner Media, LLC), a position she held since 2011. Since 2019, she has been a director of CIIC. Earlier executive roles with Time Warner Inc.’s Global Media Group include Senior Vice President and Managing Director, Senior Vice President of Marketing and Client Partnerships, and from 2002 to 2004, Ms. O’Hara was the Vice President of Corporate Marketing and Sales Strategy for the Time Inc. division of Time Warner Inc. From 1993 to 2002, Ms. O’Hara served in several positions at global marketing communications firm Young & Rubicam Inc., driving business development and brand strategy for blue chip advertisers. Upon closing of the Arrival transaction, expected in the first quarter of 2021, Ms. O’Hara has been nominated to be added to Arrival’s post-closing Board of Directors. Ms. O’Hara was formerly a member of the board of directors of MDC Partners Inc. (Nasdaq:MDCA), an advertising and marketing holding company. She has been a member of the board of trustees of the Signature Theatre Company since 2012. She was formerly a member of the boards of directors of Iconix Brand Group, Inc.(Nasdaq: ICON) from 2016 to 2018, and the Data & Marketing Association. Ms. O’Hara received a B.A. from the College of the Holy Cross.  

Chris Rogers, 62
Director

Mr. Rogers has over 30 years of operating and investing experience and has served in his current capacity as Partner at Lumia Capital LLC since 2013. Since 2019, he has been a director of CIIC. He co-founded Nextel Communications in 1987, which later sold to Sprint Corporation (NYSE:S) in 2005. Mr. Rogers served as Senior Vice President at Nextel, implementing numerous strategies and campaigns. Mr. Rogers moved to Sprint in 2005 after Nextel was acquired, where he served as a Senior Vice President of Corporate Development and Spectrum until 2012. He oversaw mergers, acquisitions, divestitures, equity investments and joint ventures in the role and was also responsible for management and oversight of wireless spectrum licenses and Sprint’s portfolio of emerging technology investments. Mr. Rogers received his B.A. from Tufts University and his J.D. from the Catholic University of America.

Patricia Wilber, 61 [Appointed 10/12/22]
Director

Ms. Wilber has served as a member of the board of directors of electroCore, Inc. since March 2022. Ms. Wilber has been a Chief Marketing Officer, global business strategist, and board member who delivers organizational and cultural transformation for branding. She is a pioneer in new franchise models and branded partnerships. Ms. Wilber last served as the Executive Vice President, CMO, and Managing Director of Partnerships, EMEA, the highest position in the marketing department at Disney from 2015 to 2018, where she drove growth for Walt Disney Company’s marquee brands by leading marketing and communications for Disney, Pixar, Star Wars, and Marvel. Additionally, she established and led EMEA’s 40-country integrated marketing, franchise and partnership functions, including a major reorganization of the EMEA channels to boost growth and profitability by significantly reducing expenses. She served on the board of Euro Disney SCA from 2015 to 2018, and Magical Cruise Company, more commonly known as the Disney Cruise Line from 2013 to 2018. Ms. Wilber holds a B.A. in History from Brown University. 

ByKristi Marvin