CIIG SEC filings, in plain English
Everything CIIG Merger Corp. II has filed with the SEC that we hold — 40 filings, newest first, 1 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
The feed
live EDGAR captureNew filings appear here within minutes of hitting EDGAR; summaries follow once the pipeline has read them.
What changed: CIIG Capital Partners II, Inc. called a special meeting for April 12, 2023 at 12:00 p.m. Eastern time at Orrick, Herrington & Sutcliffe LLP, on the Agreement and Plan of Merger dated November 22, 2022 with Zapp Electric Vehicles Limited. Extension loans and the Sponsor Note total $2.875 million, a $0.10 per Public Share trust deposit, convertible into warrants at $1.00 each, and CIIG II cannot close without at least $5,000,001 of net tangible assets after redemptions. Why it matters: The proxy is explicit that anchor investor shares worth about $15.5 million become worthless without a closing, which explains why those holders are aligned with completing the deal regardless of price. The $2.875 million of extension loans is a genuine ten-cents-a-share trust deposit but converts into warrants, adding dilution. CIIG II cannot close without at least $5,000,001 of net tangible assets after redemptions, so heavy redemption would block the transaction.
- What changed vs 2022-03-31trust $291.8M → $295.9M +1%
trust account, combination deadline, going-concern doubt +21 moved · 4 with no prior record of ours
- Trust account
- $291.8M$295.9M
- Combination deadline
- 2023-09-17 · unchanged
- Going-concern doubt
- stated · unchanged
- Mandate language
- we are focusing, including, but not limited to, waste water … · unchanged
- Redeemable shares
- 28.8M · unchanged
SpacBrain reads this as $4,043,468 was added to the trust between the two filings.
The clause …“operating activities. As of December 31, 2022, we had marketable securities held in the trust account of $295,886,250 (including approximately $4,683,125 of interest income) consisting of U.S. Treasury Bills with a maturity of 185”…
The clause …“time to consummate a business combination by an additional six months (until September 17, 2023), for a total of up to 24 months to complete a business combination); provided that our sponsor (or its designees) must deposit into the”…
The clause …“would have a right to submit their shares for redemption; and ● there is substantial doubt about our ability to continue as a “going concern.” 20 We intend to file the Zapp Registration Statement in connection with the Zapp”…
The clause …“2022 and 2021, there were 28,750,000 shares issued and outstanding, including 28,750,000 shares of Class A common stock subject to possible redemption, which are presented as temporary equity. Class B Common Stock — The Company is”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.