CIIG merger with CIIG Capital Partners II, Inc.
CIIG Capital Partners II, Inc. — II’s directors and executive officers in CIIG II’s final prospectus filed with the SEC on September 14, 2021.
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
An effective (post-dilution) figure needs either a stated pro-forma share count or the headline value plus the promote terms; the filings we hold do not yet state enough, and we will not print an estimate built on inventions.
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: CIIG Capital Partners II, Inc.
from 8-KThe business actually being bought — described from SEC primary filings, with projections labelled as projections.
II’s directors and executive officers in CIIG II’s final prospectus filed with the SEC on September 14, 2021. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed Business Combination may be obtained by reading the proxy statement/prospectus regarding the proposed Business Combination when it becomes available. You may obtain free copies of these documents as described in the preceding section. Financial Information The financial information and data contained in this presentation has not been audited in accordance with the standards of the Public Company Accounting Oversight Board and does not conform to Regulation S-X promulgated under the Securities Act. Such information and data may not be included in, may be adjusted in or may be presented differently in the registration statement on Form F-4 to be filed relating to the Business Combination and the proxy statement/prospectus contained therein. 3 Disclaimer (Cont’d) Industry and Market Data In this presentation, Zapp, PubCo and CIIG II rely on and refer to certain information, estimates and statistics obtained from third-party sources. You are cautioned not to give undue weight to such estimates. None of Zapp, PubCo and CIIG II have independently verified the accuracy or completeness of any such third-party information, which involves elements of subjective judgment and analysis that may or may not prove to be accurate. None of Zapp, PubCo and CIIG II or their respective affiliates guarantee the accuracy, completeness, timeliness, or availability of any information. None of Zapp, PubCo and CIIG II or their respective affiliates, or any third parties that provide information to Zapp, PubCo and CIIG II or their respective affiliates, are respon
CIIG Capital Partners II, Inc. — every SPAC that has bid for it, and its listed peers
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.