CIIG Capital Partners II (CIIG) Adds FPA to Zapp Deal

CIIG Capital Partners II (NASDAQ:CIIG) announced in an 8-K this morning that it has secured a forward-purchase agreement for up to 10,000,000 shares as it works to close its combination with EV motorcycle-maker Zapp.

The entities ACM ARRT I and CFPA Holdings LLC-Zapp RS will be prepaid for their purchases from CIIG II’s trust at the redemption rate per share minus $2 million.

These investors will then reimburse the combined company as it sells these shares on the open market in increments of at least $1 million. Otherwise, this will be paid as the agreement matures on the third anniversary of the deal’s close.

This date will immediately be accelerated if Zapp stock trades with a VWAP at or below $1 within one year of close or $3 thereafter. The repayment will similarly be accelerated if Zapp is de-listed from the Nasdaq.

This new financing arrangement comes as CIIG II already secured shareholder approval of its $573 million combination with Zapp on April 14. CIIG II has not yet released information on its redemptions in connection with this vote, but the transaction also did not include a minimum cash condition.

London-based Zapp manufactures a line of EV motorcycles from factory space in Thailand with a current capacity of about 10,000 vehicles per year, which the company plans to expand to 100,000 in 2024.