Zapp Electric Vehicles (ZAPP) Risk Analysis

” and elsewhere in this Report.</p><div> </div><p><b>Report of Independent Registered Public Accounting Firm</b></p><div> </div><p> </p><div> </div><p>To the Board of Directors and Stockholders of CIIG CAPITAL PARTNERS II, INC.</p><div> </div><p> </p><div> </div><p>We have audited the accompanying balance sheet of CIIG CAPITAL PARTNERS II, INC. (the “Company”) as of December 31, 2021, the related statements of operations, changes in stockholder’s equity, and cash flows for period from January 6, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for period from January 6, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.</p><div> </div><p> </p><div> </div><p>Basis for Opinion</p><div> </div><p> </p><div> </div><p>These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we obtained an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on its effectiveness. Accordingly, we do not express an opinion on the effectiveness of the Company’s internal control over financial reporting.</p><div> </div><p> </p><div> </div><p>Going Concern</p><div> </div><p> </p><div> </div><p>The accompanying financial statements have been prepared on a going concern basis. As discussed in Note 1 to the financial statements, the Company expects a working capital shortfall during the period of twelve months from the issuance date of the financial statements or through the completion of a Business Combination, if sooner. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 1. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.</p><div> </div><p> </p><div> </div><p>Basis for Opinion</p><div> </div><p> </p><div> </div><p>We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.</p><div> </div><p> </p><div> </div><p>/s/ GRANT THORNTON LLP</p><div> </div><p> </p><div> </div><p>We have served as the Company’s auditor since 2021.</p><div> </div><p> </p><div> </div><p>Philadelphia, Pennsylvania<br> March 31, 2022</p><div> </div><p> </p><div> </div><p> </p><div> </div><p><b>CIIG CAPITAL PARTNERS II, INC.</b></p><div> </div><p><b>TABLE OF CONTENTS</b></p><div> </div><td><span><a>Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248)</a></span></td><td>F-2</td><td><span><a>Balance Sheet</a></span></td><td>F-3</td><td><span><a>Statement of Operations</a></span></td><td>F-4</td><td><span><a>Statement of Changes in Stockholders’ Deficit</a></span></td><td>F-5</td><td><span><a>Statement of Cash Flows</a></span></td><td>F-6</td><td><span><a>Notes to Financial Statements</a></span></td><td>F-7</td><div> </div><p> </p><div> </div><p>F-1</p><div> </div><p>F-1</p><div> </div><p> </p><div> </div><p> </p><div> </div><p> </p><div> </div><p><b>REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM</b></p><div> </div><p><b> </b></p><div> </div><p>Board of Directors and Stockholders<br> CIIG Capital Partners II, Inc.</p><div> </div><p> </p><div> </div><p>Opinion on the financial statements</p><div> </div><p> </p><div> </div><p>We have audited the accompanying balance sheet of CIIG Capital Partners II, Inc. (the “Company”) as of December 31, 2021, the related statements of operations, changes in stockholder’s equity, and cash flows for period from January 6, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for period from January 6, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.</p><div> </div><p> </p><div> </div><p>Going concern</p><div> </div><p> </p><div> </div><p>The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company expects a working capital shortfall during the period of twelve months from the issuance date of the financial statements or through completion of a Business Combination, if sooner. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.</p><div> </div><p> </p><div> </div><p>Basis for opinion</p><div> </div><p> </p><div> </div><p>These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.</p><div> </div><p> </p><div> </div><p>We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.</p><div> </div><p> </p><div> </div><p>/s/ GRANT THORNTON LLP</p><div> </div><p> </p><div> </div><p>We have served as the Company’s auditor since 2021.</p><div> </div><p> </p><div> </div><p>Philadelphia, Pennsylvania<br> March 31, 2022</p><div> </div><p> </p><div> </div><p><b>CIIG CAPITAL PARTNERS II, INC.</b></p><div> </div><p><b>BALANCE SHEET</b></p><div> </div><p><b>DECEMBER 31, 2021</b></p><div> </div><p> </p><div> </div><td>ASSETS</td><td> </td><td> </td><td> </td><td>Current assets</td><td> </td><td> </td><td> </td><td>Cash</td><td> </td><td>lt;/td><td>675,364</td><td> </td><td>Prepaid expenses</td><td> </td><td> </td><td>604,011</td><td> </td><td>Total current assets</td><td> </td><td> </td><td>1,279,375</td><td> </td><td> </td><td> </td><td> </td><td>Cash and marketable securities held in trust account</td><td> </td><td> </td><td>291,842,782</td><td> </td><td>Total Assets</td><td> </td><td>lt;/td><td>293,122,157</td><td> </td><td> </td><td> </td><td> </td><td>LIABILITIES AND STOCKHOLDERS’ DEFICIT</td><td> </td><td> </td><td> </td><td> </td><td>Current liabilities</td><td> </td><td> </td><td> </td><td> </td><td>Accrued expenses</td><td> </td><td>lt;/td><td>1,316,069</td><td> </td><td>Accrued offering costs</td><td> </td><td> </td><td>16,800</td><td> </td><td>Total current liabilities</td><td> </td><td> </td><td>1,332,869</td><td> </td><td> </td><td> </td><td> </td><td>Deferred underwriting fee payable</td><td> </td><td> </td><td>10,062,500</td><td> </td><td>Total Liabilities</td><td> </td><td> </td><td>11,395,369</td><td> </td><td> </td><td> </td><td> </td><td> </td><td>Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 28,750,000 shares subject to redemption at redemption value</td><td> </td><td> </td><td>291,812,500</td><td> </td><td> </td><td> </td><td> </td><td> </td><td>Stockholders’ Deficit</td><td> </td><td> </td><td> </td><td> </td><td>Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued and outstanding</td><td>none</td><td>none</td><td> </td><td> </td><td>—</td><td> </td><td>Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 7,187,500 shares issued and outstanding</td><td> </td><td> </td><td>719</td><td> </td><td>Accumulated deficit</td><td> </td><td> </td><td>(10,086,431</td><td>)</td><td>Total Liabilities and Stockholders’ Deficit</td><td> </td><td>lt;/td><td>293,122,157</td><td> </td><div> </div><p> </p><div> </div><p><i>The accompanying notes are an integral part of the financial statements.</i></p><i>The accompanying notes are an integral part of the financial statements.</i><div> </div><p> </p><div> </div><p></p><div> </div><div> </div><div><p>F-3</p></div><p>F-3</p><div> </div><div><p> </p></div><p> </p><div> </div><div> </div><p> </p><div> </div><div><a></a></div><p><b>CIIG CAPITAL PARTNERS II, INC.</b></p><div> </div><p><b>STATEMENT OF OPERATIONS</b></p><div> </div><p><b>FOR THE PERIOD FROM JANUARY 6, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021</b></p><div> </div><p> </p><div> </div><td>Formation and operational costs</td><td> </td><td>lt;/td><td>1,548,562</td><td> </td><td>Loss from operations</td><td> </td><td> </td><td>(1,548,562</td><td>)</td><td> </td><td> </td><td> </td><td> </td><td> </td><td>Other income:</td><td> </td><td> </td><td> </td><td> </td><td>Interest earned on marketable securities held in Trust Account</td><td> </td><td> </td><td>30,282</td><td> </td><td> </td><td> </td><td> </td><td> </td><td>Net loss</td><td> </td><td>lt;/td><td>(1,518,280</td><td>)</td><td> </td><td> </td><td> </td><td> </td><td> </td><td>Weighted average shares outstanding, Class A common stock</td><td> </td><td> </td><td>8,488,858</td><td> </td><td>Basic and diluted net loss per share, Class A common stock</td><td> </td><td>lt;/td><td>(0.10</td><td>)</td><td> </td><td> </td><td> </td><td> </td><td> </td><td>Weighted average shares outstanding, Class B common stock</td><td> </td><td> </td><td>6,524,199</td><td> </td><td>Basic and diluted net loss per share, Class B common stock</td><td> </td><td>lt;/td><td>(0.10</td><td>)</td><div> </div><p> </p><div> </div><p><i>The accompanying notes are an integral part of the financial statements.</i></p><i>The accompanying notes are an integral part of the financial statements.</i><div> </div><p> </p><div> </div><p></p><div> </div><div> </div><div><p>F-4</p></div><p>F-4</p><div> </div><div><p> </p></div><p> </p><div> </div><div> </div><p> </p><div> </div><p><b>CIIG CAPITAL PARTNERS II, INC.</b></p><div> </div><p><b>STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT</b></p><div> </div><p><b>FOR THE PERIOD FROM JANUARY 6, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021</b></p><div> </div><p> </p><div> </div><td> </td><td> </td><td><p><b>Class A</b></p><p><b>Common Stock</b></p></td><td> </td><td><p><b>Class B</b></p><p><b>Common Stock</b></p></td><td> </td><td><p><b>Additional Paid-in</b></p><p><b>Capital</b></p></td><td> </td><td>Accumulated Deficit</td><td> </td><td><p><b>Total Stockholders’</b></p><p><b>Total Stockholders’</b></p></td><td> </td><td>Shares</td><td> </td><td>Amount</td><td> </td><td>Shares</td><td> </td><td>Amount</td><td> </td><td>Capital</td><td> </td><td>Deficit</td><td> </td><td>Deficit</td><td> </td><td>Balance – January 6, 2021 (Inception)</td><td> </td><td> </td><td>—</td><td> </td><td> </td><td>lt;/td><td>—</td><td> </td><td> </td><td> </td><td>—</td><td> </td><td>Class B Common Stock issued and outstanding</td><td> </td><td> </td><td>7,187,500</td><td> </td><td> </td><td>lt;/td><td>719</td><td> </td><td> </td><td>lt;/td><td>—</td><td> </td><td> </td><td>lt;/td><td>—</td><td> </td><td> </td><td>lt;/td><td>—</td><td> </td><td> </td><td>lt;/td><td>(12,086,781</td><td>)</td><td> </td><td> </td><td>(8,568,151</td><td>)</td><td> </td><td> </td><td>(20,654,932</td><td>)</td><td> </td><td> </td><td> </td><td> </td><td> </td><td> </td><td>—</td><td> </td><td> </td><td>lt;/td><td>—</td><td> </td><td> </td><td>lt;/td><td>7,187,500</td><td> </td><td> </td><td>lt;/td><td>719</td><td> </td><td> </td><td>lt;/td><td>—</td><td> </td><td> </td><td>lt;/td><td>(10,086,431</td><td>)</td><td> </td><td>lt;/td><td>(10,085,712</td><td>)</td><div> </div><p> </p><div> </div><p><i>The accompanying notes are an integral part of the financial statements.</i></p><i>The accompanying notes are an integral part of the financial statements.</i><div> </div><p> </p><div> </div><p></p><div> </div><div> </div><div><p>F-5</p></div><p>F-5</p><div> </div><div><p> </p></div><p> </p><div> </div><div> </div><p> </p><div> </div><p><b>CIIG CAPITAL PARTNERS II, INC.</b></p><div> </div><p><b>STATEMENT OF CASH FLOWS</b></p><div> </div><p><b>FOR THE PERIOD FROM JANUARY 6, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021</b></p><div> </div><p><b> </b></p><div> </div><td>Cash Flows from Operating Activities:</td><td> </td><td> </td><td> </td><td>Net loss</td><td> </td><td>lt;/td><td>(1,518,280</td><td>)</td><td>Adjustments to reconcile net loss to net cash used in operating activities:</td><td> </td><td> </td><td> </td><td> </td><td>Interest earned on marketable securities held in Trust Account</td><td> </td><td> </td><td>(30,282</td><td>)</td><td>Changes in operating assets and liabilities:</td><td> </td><td> </td><td> </td><td> </td><td>Prepaid expenses</td><td> </td><td> </td><td>(604,011</td><td>)</td><td>Accrued expenses</td><td> </td><td> </td><td>1,316,069</td><td> </td><td>Net cash used in operating activities</td><td> </td><td> </td><td>(836,504</td><td>)</td><td> </td><td> </td><td> </td><td> </td><td> </td><td>Cash Flows from Investing Activities:</td><td> </td><td> </td><td> </td><td> </td><td>Investment of cash into Trust Account</td><td> </td><td> </td><td>(291,812,500</td><td>)</td><td>Net cash used in investing activities</td><td> </td><td> </td><td>(291,812,500</td><td>)</td><td> </td><td> </td><td> </td><td> </td><td> </td><td>Cash Flows from Financing Activities:</td><td> </td><td> </td><td> </td><td> </td><td>Proceeds from issuance of Class B common stock to Sponsor</td><td> </td><td> </td><td>25,000</td><td> </td><td>Proceeds from sale of Units, net of underwriting discounts paid</td><td> </td><td> </td><td>281,750,000</td><td> </td><td>Proceeds from sale of Private Placements Warrants</td><td> </td><td> </td><td>12,062,500</td><td> </td><td>Proceeds from promissory note – related party</td><td> </td><td> </td><td>167,417</td><td> </td><td>Repayment of promissory note?–?related party</td><td> </td><td> </td><td>(167,417</td><td>)</td><td>Payment of offering costs</td><td> </td><td> </td><td>(513,132</td><td>)</td><td>Net cash provided by financing activities</td><td> </td><td> </td><td>293,324,368</td><td> </td><td> </td><td> </td><td> </td><td> </td><td>Net Change in Cash</td><td> </td><td> </td><td>675,364</td><td> </td><td>Cash – Beginning of period</td><td> </td><td> </td><td>—</td><td> </td><td>Cash – End of period</td><td> </td><td>lt;/td><td>675,364</td><td> </td><td> </td><td> </td><td> </td><td> </td><td>Non-Cash investing and financing activities:</td><td> </td><td> </td><td> </td><td> </td><td>Offering costs included in accrued offering costs</td><td> </td><td>lt;/td><td>16,800</td><td> </td><td>Accretion for Class A common stock to redemption amount</td><td> </td><td>lt;/td><td>20,654,932</td><td> </td><td>Deferred underwriting fee payable</td><td> </td><td>lt;/td><td>10,062,500</td><td> </td><div> </div><p> </p><div> </div><p><i>The accompanying notes are an integral part of the financial statements.</i></p><i>The accompanying notes are an integral part of the financial statements.</i><div> </div><p> </p><div> </div><p></p><div> </div><div> </div><div><p>F-6</p></div><p>F-6</p><div> </div><div><p> </p></div><p> </p><div> </div><div> </div><p> </p><div> </div><div><a></a></div><p><b>NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS</b></p><p> </p><div> </div><div> </div><p>CIIG Capital Partners II, Inc. (the “Company”) was incorporated in Delaware on January 6, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).</p><p> </p><div> </div><div> </div><p>Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search on companies in the technology, media and telecommunications industries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.</p><p> </p><div> </div><div> </div><p>As of December 31, 2021, the Company had not commenced any operations. All activity for the period from January 6, 2021 (inception) through December 31, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on marketable securities held in the Trust Account (as defined below).</p><p> </p><div> </div><div> </div><p>The registration statements for the Company’s Initial Public Offering were declared effective on September 14, 2021. On September 17, 2021, the Company consummated the Initial Public Offering of 28,750,000 Units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,750,000 Units, at $10.00 per Unit, generating gross proceeds of $287,500,000, which is described in Note 3.</p><p> </p><div> </div><div> </div><p>Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 12,062,500 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to CIIG Management II LLC, a Delaware Limited Liability Company (the “Sponsor”) and certain funds and accounts managed by subsidiaries of BlackRock, Inc. (the “Direct Anchor Investors”, the Direct Anchor Investors, together with the Sponsor, are the “initial stockholders”), generating gross proceeds of $12,062,500, which is described in Note 4.</p><p> </p><div> </div><div> </div><p>Transaction costs amounted to $16,342,432, consisting of $5,750,000 of underwriting fees, $10,062,500 of deferred underwriting fees and $529,932 of other offering costs.</p><p> </p><div> </div><div> </div><p>Following the closing of the Initial Public Offering on September 17, 2021, an amount of $291,812,500 ($10.15 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below.</p><p> </p><div> </div><div> </div><p>The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.</p><p> </p><div> </div><div> </div><p>The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.15 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The amount in the Trust Account will initially be approximately $10.15 per Public Share and such amount may be increased by $0.10 per Public Share for a 6-month extension of time to consummate the Business Combination, as described herein. The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.</p><p> </p><div> </div><div> </div><p>The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, unless otherwise required by applicable law, regulation or stock exchange rules, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor, officers and directors have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the Initial transaction.</p><p> </p><div> </div><div> </div><p>If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.</p><p> </p><div> </div><div> </div><p>The Company will have until March 17, 2023 to complete a Business Combination (or up to September 17, 2023 if it extends the period of time to consummate a Business Combination in accordance with the terms described below; the “Combination Period”). If the Company anticipates that it may not be able to consummate a Business Combination by March 17, 2023, it may, but is not obligated to, extend the period of time to consummate a Business Combination by an additional six months (for a total of up to 24 months to complete a Business Combination); provided that the Sponsor (or its designees) must deposit into the Trust Account funds equal to an aggregate of $2,587,500 ($0.10 per Public Share) for such extension on or prior to the date of the deadline for such extension, in exchange for a non-interest bearing, unsecured promissory note (the “Extension Loan”). Such Extension Loan may be convertible into Private Placement Warrants, at a price of $1.00 per warrant at the option of the lender. Pursuant to the terms of our Amended and Restated Certificate of Incorporation and the trust agreement entered into between us and Continental on the date of the Registration Statement, in order for the time available for us to consummate our Business Combination to be extended, our Sponsor or its affiliates or designees, upon five days advance notice prior to the deadline, must deposit into the Trust Account an aggregate of $2,587,500 on or prior to the date of the deadline, for such extension. Any such payments would be made in the form of a non-interest bearing loan which would be due and payable on the consummation of our Business Combination out of the proceeds of the Trust Account released to us.</p><p> </p><div> </div><div> </div><p>No compensation of any kind, including finder’s and consulting fees, has been or will be paid to our Sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial Business Combination, except that at the closing of our initial Business Combination, we may pay a customary financial consulting fee to IIG Holdings, or another affiliate of our Sponsor, which will not be made from the proceeds of our Initial Public Offering held in the Trust Account prior to the completion of our initial Business Combination. We may pay such financial consulting fee in the event such party or parties provide us with specific target company, industry, financial or market expertise, as well as insights, relationships, services or resources that we believe are necessary in order to assess, negotiate and consummate an initial Business Combination. The amount of any such financial consulting fee we pay will be based upon the prevailing market for similar services for comparable transactions at such time, and will be subject to the review of our audit committee pursuant to the audit committee’s policies and procedures relating to transactions that may present conflicts of interest. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee reviews on a quarterly basis all payments that were made to our Sponsor, officers or directors, or our or their affiliates. We pay an affiliate of our Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of our initial Business Combination or our liquidation, we will cease paying these monthly fees. On February 26, 2021, the Sponsor agreed to loan us an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering (the “Promissory Note”). The Promissory Note is non-interest bearing and payable on the earlier of September 30, 2021 or the completion of the Initial Public Offering. We borrowed a total of $167,417 under the Promissory Note, which was repaid on September 20, 2021. In addition, in order to finance transaction costs in connection with an intended initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete an initial Business Combination, we would repay such loaned amounts. In the event that the initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.</p><p> </p><div> </div><p>After our initial Business Combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our stockholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our initial Business Combination, as it will be up to the directors of the post-combination business to determine executive and director compensation. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In addition, if any of our officers or directors becomes aware of a Business Combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations to other entities that may take priority over their duties to us. We may, at our option, pursue an Affiliated Joint Acquisition opportunity with an entity to which an officer or director has a fiduciary or contractual obligation. Any such entity may co-invest with us in the target business at the time of our initial Business Combination, or we could raise additional proceeds to complete the acquisition by making a specified future issuance to any such entity. We have entered into a registration rights agreement with respect to the Founder Shares, the Private Placement Warrants, the warrants that may be issued upon conversion of Extension Loans and Working Capital Loans (and their respective component securities) and the shares of Class A common stock issuable upon conversion of the Founder Shares. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and pursuant to the accounting and disclosure rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. Marketable Securities Held in Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $16,342,432 were charged to stockholders’ deficit upon the completion of the Initial Public Offering. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 26,437,500 shares of Class A common stock in the aggregate. As of December 31, 2021, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the period presented. Concentration of Credit Risk <b><i>Concentration of Credit Risk</i></b> <i>Concentration of Credit Risk</i> Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account and the Trust Account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account. Fair Value of Financial Instruments <b><i>Fair Value of Financial Instruments</i></b> <i>Fair Value of Financial Instruments</i> The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Recent Accounting Standards <b><i>Recent Accounting Standards</i></b> <i>Recent Accounting Standards</i> In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2020-06 effective as of January 06, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from January 6, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $318,839. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows: Statutory federal income tax rate: 21.0% State taxes, net of federal tax benefit: 0.0% Change in valuation allowance: (21.0)% Income tax provision: 0.0% As of December 31, 2021, the Company had $166,960 of U.S. federal and state net operating loss carryovers available to offset future taxable income. NOTE 9. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts. At December 31, 2021, assets held in the Trust Account were comprised of $1,139 in cash and $291,841,643 in U.S. Treasury securities. During the period from January 6, 2021 (inception) through December 31, 2021, the Company did not withdraw any interest income from the Trust Account. NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. NOTE 11. (Not Applicable) NOTE 12. (Not Applicable) EXHIBIT INDEX <span><b>Exhibit No.</b></span> <span>Exhibit No.</span> <span><b>Description</b></span> 1.1 <a>Underwriting Agreement, dated September 14, 2021, by and among the Company and UBS Securities LLC and Barclays Capital Inc. (4)</a> 3.1 <a>Amended and Restated Certificate of Incorporation. (4)</a> 3.2 <a>Bylaws. (1)</a> 4.1 <a>Specimen Unit Certificate. (2)</a> 4.2 <a>Specimen Class A Common Stock Certificate. (2)</a> 4.3 <a>Specimen Warrant Certificate. (2)</a> 4.4 <a>Warrant Agreement, dated September 14, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. (4)</a> 4.5 <a>Description of Registered Securities.*</a> 10.1 <a>Promissory Note, dated January 6, 2021, issued to CIIG Management II LLC. (1)</a> 10.2 <a>Letter Agreement, dated September 14, 2021, by and among the Company, its officers, its directors and the Sponsor. (4)</a> 10.3 <a>Investment Management Trust Agreement, dated September 14, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. (4)</a> 10.4 <a>Registration Rights Agreement, dated September 14, 2021, by and between the Company, the Sponsor and certain other stockholders of the Company. (4)</a> 10.5 <a>Administrative Support Agreement, dated September 14, 2021, by and between the Company and the Sponsor. (4)</a> 10.6 <a>Private Placement Warrant Purchase Agreement, dated September 14, 2021, by and between the Company and the Sponsor. (4)</a> 10.7 <a>Securities Subscription Agreement, dated January 6, 2021, between the Registrant and CIIG Management II LLC. (1)</a> 14 <a>Code of Ethics. (2)</a> 31.1 <a>Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*</a> 31.2 <a>Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*</a> 32.1 <a>Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.</a> 32.2 <a>Certification of the Principal Financial pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.</a> 99.1 <a>Audit Committee Charter. (2)</a> 99.2 <a>Compensation Committee Charter. (2)</a> 101.INS <a>Inline XBRL Instance Document.</a> 101.SCH <a>Inline XBRL Taxonomy Extension Schema Document.</a> 101.CAL <a>Inline XBRL Taxonomy Extension Calculation Linkbase Document.*</a> 101.DEF <a>Inline XBRL Taxonomy Extension Definition Linkbase Document.*</a> 101.LAB <a>Inline XBRL Taxonomy Extension Label Linkbase Document.*</a> 101.PRE <a>Inline XBRL Taxonomy Extension Presentation Linkbase Document.*</a> 101.DEF <a>Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*</a> * Filed herewith. ** Furnished herewith (1) Incorporated by reference to the Company’s Registration Statement on Form S-1, filed with the SEC on March 10, 2021. (2) Incorporated by reference to the Company’s Registration Statement on Form S-1/A, filed with the SEC on April 8, 2021. (3) Incorporated by reference to the Company’s Registration Statement on Form S-1/A, filed with the SEC on July 1, 2021. (4) Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on September 17, 2021. 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