Zapp to Become Publicly Traded via Business Combination with CIIG Capital Partners II

CIIG Capital Partners II, Inc., a U.S. publicly-listed blank check company, and Zapp Electric Vehicles Limited, a U.K.-based, high-performance two-wheel electric vehicle company, have entered into a definitive business combination agreement. Upon closing of the transaction, the combined company, Zapp Electric Vehicles Group Limited, a Cayman Islands exempted company, is expected to list its ordinary shares on the Nasdaq under the ticker symbol “ZAPP.”

Zapp was founded in 2017 by a group of mobility experts with a vision and commitment to bring high-performance to urban mobility through original, advanced design with an emphasis on safety, quality, customer experience and full-cycle sustainability. Zapp’s first product to enter the market, the i300, has received widespread acclaim and consumer interest for its embodiment of these values.

Unlike other urban electric bikes, 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 kilograms (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 (48 km/h) in just 2.3 seconds and from 0 to 60 mph (97km/h) in five seconds.

The i300 utilizes ultra-portable lithium-ion battery packs weighing just 6 kilograms each. The battery packs can be charged from 20% to 80% via standard 22-volt/110-volt wall sockets in under 40 minutes. The portability of the battery packs makes the i300 easy to charge anywhere and at any time without reliance on a public charging network. The i300 is well-positioned to handle the average daily commute for urban drivers.

Zapp expects to implement a high-quality, direct-to-customer experience called drop-ship-direct-to-customer (DSDTC). Once a customer places an online order, the selected model will be processed and conveniently delivered directly to his or her home by “Zappers,” who are independent service agents that perform deliveries in dedicated and purpose-designed plug-in hybrid service vans. Zappers also provide at-home inspection, service and support throughout the life of the vehicle. As part of Zapp’s full-stack e-commerce platform, customers are expected to have access to highly competitive leasing and insurance solutions.

Zapp also uses a Gen-2 sustainability design approach that requires fewer components and assembly steps and bodywork made from composites with green-to-make materials, with substantially all components being recyclable (or in the case of the battery packs, refurbished for a second use at end-of-life).

Zapp Investment Highlights

Large and growing approximately $130 billion global powered two-wheeler (P2W) market: Strong organic and replacement demand for electrification in largely underpenetrated electric vehicle (EV) two-wheeler market provides an attractive opportunity for Zapp.
Innovator in high-value EV “urban motorcycle” category: Zapp is maximizing the benefits of EV technology through its creation of a new P2W category enabled by its ground-up design for an original and all-new vehicle architecture.
Portable and powerful battery pack technology: Zapp’s differentiated approach to battery packs addresses concerns with range anxiety and charging networks, as its removable light weight battery packs can be charged via any standard 220-volt/110-volt wall sockets.
Highly innovative exoskeleton architecture: Zapp’s innovative exoskeleton architecture lowers weight and creates simplified, efficient and low-cost assembly.
Low capital requirements aiming to achieve near-term positive free cash flow: Zapp has strategic partnerships with major Asian contract manufacturer Summit Group and receivables financing provider EXIM Bank.
Diversified and experienced management: The management team brings together proven entrepreneurs and professionals with deep domain expertise and thought leadership.

“Entering the public markets is an important milestone for Zapp and one we have been diligently working toward since our founding,” said Swin Chatsuwan, founder and CEO of Zapp. “Combining with CIIG II and becoming a publicly listed company will enable us to scale our business, increase production and fulfill demand for electrification in the largely underpenetrated electric two-wheel market.”

Gavin Cuneo, CIIG II co-CEO, added: “The two-wheel category is large, growing and highly fragmented. As the world quickly moves toward electric mobility, we expect this segment will be a leader globally. We believe Zapp’s combination of high design with high performance will allow them to capture share and take advantage of this momentum. We look forward to completing our business combination and working with Zapp’s world-class team to help accelerate their mission to revolutionize electric mobility.”

Transaction Overview

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 new cash 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 rollover 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.

For a summary of the material terms of the proposed transaction, as well as a supplemental investor presentation, see the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”). Additional information about the proposed transaction will be described in CIIG II’s proxy statement relating to the business combination, which it will file with the SEC.

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.

For further information on the proposed transaction, visit ciigpartners.com or the investor section of zappev.com.