Atalaya Capital Management LP - Apr 26, 2023 Form 3 Insider Report for CIIG Capital Partners II, Inc. (CIIG)

Role
10%+ Owner
Signature
Atalaya Capital Management LP By: /s/ Drew Phillips, Authorized Signatory
Stock symbol
CIIG
Transactions as of
Apr 26, 2023
Transactions value $
$0
Form type
3
Date filed
5/8/2023, 07:54 PM
Previous filing
Feb 14, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding CIIG Class A Common Stock 2.43M Apr 26, 2023 See footnote F1, F2
holding CIIG Class A Common Stock 770K Apr 26, 2023 See footnote F1, F3
holding CIIG Class A Common Stock 1.21M Apr 26, 2023 See footnote F1, F4
holding CIIG Class A Common Stock 80.5K Apr 26, 2023 See footnote F1, F5
holding CIIG Class A Common Stock 160K Apr 26, 2023 See footnote F1, F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding CIIG Public Warrants Apr 26, 2023 Class A Common Stock 359K See footnote F2, F7, F8, F9
holding CIIG Public Warrants Apr 26, 2023 Class A Common Stock 114K See footnote F3, F7, F8, F9
holding CIIG Public Warrants Apr 26, 2023 Class A Common Stock 201K See footnote F4, F7, F8, F9
holding CIIG Public Warrants Apr 26, 2023 Class A Common Stock 135K See footnote F5, F7, F8, F9
holding CIIG Public Warrants Apr 26, 2023 Class A Common Stock 269K See footnote F6, F7, F8, F9
holding CIIG Private Warrants Apr 26, 2023 Class A Common Stock 670K See footnote F2, F7, F8, F9
holding CIIG Private Warrants Apr 26, 2023 Class A Common Stock 213K See footnote F3, F7, F8, F9
holding CIIG Private Warrants Apr 26, 2023 Class A Common Stock 374K See footnote F4, F7, F8, F9
holding CIIG Private Warrants Apr 26, 2023 Class A Common Stock 252K See footnote F5, F7, F8, F9
holding CIIG Private Warrants Apr 26, 2023 Class A Common Stock 502K See footnote F6, F7, F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The reporting persons held shares of Class A common stock of CIIG Capital Partners II, Inc. ("CIIG") prior to the consummation of the business combination (the "Business Combination") between CIIG and Zapp Electric Vehicles Group Limited ("Zapp"), following which, such shares were exchanged for ordinary shares of Zapp, the post-business combination company, on a one-for-one basis.
F2 The securities are held by ACM ASOF VII (Cayman) Holdco LP ("ASOF"), of which Atalaya Capital Management LP ("ACM") is the Manager and has investment and dispositive power over these shares. 2,211,146 of the shares were transferred to ACM ARRT I LLC on May 1, 2023, of which ACM is the Manager and has investment and dispositive power over these shares. 214,409 of the shares and 670,072 warrants are held directly by CIIG Management II LLC, CIIG's sponsor (the "Sponsor"), and are distributable to ASOF within 60 days.
F3 The securities are held by Atalaya Special Purpose Investment Fund II LP ("ASPIF II"), of which ACM is the Manager and has investment and dispositive power over these shares. 701,494 of the shares were transferred to ACM ARRT I LLC on May 1, 2023, of which ACM is the Manager and has investment and dispositive power over these shares. The remaining 68,060 of the shares and 212,702 warrants are held directly by the Sponsor, and are distributable to ASPIF II within 60 days.
F4 The securities are held by ACM Alameda Special Purpose Investment Fund II LP ("Alameda"), of which ACM is the Manager and has investment and dispositive power over these shares. 1,087,360 of the shares were transferred to ACM ARRT I LLC on May 1, 2023, of which ACM is the Manager and has investment and dispositive power over these shares. 119,716 of the shares and 374,139 warrants are held directly by the Sponsor, and are distributable to Alameda within 60 days.
F5 These securities are held by Corbin Opportunity Fund, LP ("Corbin Opportunity"). 80,475 of the shares and 251,503 warrants are held directly by the Sponsor, and are distributable to Corbin Opportunity within 60 days. ACM has the power to vote and direct the disposition of all shares held by Corbin Opportunity, and as a result, may be deemed to beneficially own the securities held by Corbin Opportunity. ACM disclaims beneficial ownership of the securities held by Corbin Opportunity except to the extent of its pecuniary interest therein.
F6 These securities are held by Corbin ERISA Opportunity Fund, Ltd ("COEF"). 160,629 of the shares and 502,001 warrants are held directly by the Sponsor, and are distributable to COEF within 60 days. ACM has the power to vote and direct the disposition of all shares held by COEF, and as a result, may be deemed to beneficially own the securities held by COEF. ACM disclaims beneficial ownership of the securities held by COEF except to the extent of its pecuniary interest therein.
F7 The reporting persons held warrants of CIIG prior to the consummation of the Business Combination, with each warrant entitling the holder thereof to purchase one whole share of CIIG Class A common stock at a price of $11.50 per share. Following consummation of the Business Combination on April 28, 2023, each warrant was exchanged on a one-for-one basis for a warrant of Zapp entitling the holder thereof to purchase one whole ordinary share of Zapp at a price of $11.50 per ordinary share, the post-business combination company.
F8 The warrants are exercisable 30 days after consummation of the issuer's initial business combination, or May 28, 2023, and expire on the fifth anniversary of the issuer's initial business combination, or April 28, 2028.
F9 Each warrant entitles the holder thereof to purchase one whole share at a price of $11.50 per share.